Common use of Indemnification Procedure – Direct Claims Clause in Contracts

Indemnification Procedure – Direct Claims. (a) Promptly after obtaining actual knowledge of any matter not involving a claim or Proceeding by a third party that a Person entitled to indemnification pursuant to Section 6.2 (an “Indemnified Party”) reasonably believes will entitle such Indemnified Party to indemnification from the Persons who would be obligated to indemnify such Indemnified Party if such claim or Proceeding is indemnifiable hereunder (such obligated Persons, the “Indemnifying Party”), such Indemnified Party shall provide to Parent, if Parent is the Indemnifying Party, or to Purchaser, if Purchaser is the Indemnifying Party, written notice describing such matter in reasonable detail, including, to the extent known and quantified, the nature of the matter, the basis for the claim that it is subject to indemnification and the amount and nature of the Losses with respect thereto (a “Notice of Direct Claim”); provided, however, that the failure of an Indemnified Party to timely provide a Notice of Direct Claim or to include any particular details in such Notice of Direct Claim shall not relieve any Indemnifying Party from any obligation to indemnify any Indemnified Party with respect thereto, except to the extent that such Indemnified Party’s failure to provide, delay in providing, or omission of any particular detail in a Notice of Direct Claim actually prejudices the ability of Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, to defend against or contest such matter. (b) For claims for indemnification for which a Notice of Direct Claim is made pursuant to Section 6.3(a), Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, shall have twenty (20) Business Days after its receipt of the Notice of Direct Claim to respond to the claim(s) for indemnification described therein by notice delivered to Parent, if any Purchaser Indemnitee is the Indemnified Party, or Purchaser, if any Parent Indemnitee is the Indemnified Party. Such response shall set forth, in reasonable detail, any objection(s) to the claim(s) and the basis for such objection(s). Parent and Purchaser shall negotiate to attempt to resolve such claim(s) for indemnification for a period of not less than twenty (20) Business Days after such response is provided. If the Indemnifying Party does not deliver a response to a Notice of Claim within the twenty (20) Business Day period referred to above, or if Parent and Purchaser are unable to resolve such claim(s) within the twenty (20) Business Day period after delivery of such a response, the applicable Indemnified Party may thereafter pursue its claim for indemnification or any other remedies available to it with respect to such claim(s). (c) The Indemnified Party shall, and shall cause each of its Affiliates to, assist Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, in its analysis of the matter giving rise to such Notice of Direct Claim, including reasonably cooperating with, making its relevant files and records reasonably available to, making its employees and representatives reasonably available to, and otherwise rendering reasonable assistance to, Parent or Purchaser, as applicable, with respect to such matter.

Indemnification Procedure – Direct Claims. (a) Promptly after obtaining actual knowledge of any matter not involving a claim or Proceeding by a third party that a Person entitled to indemnification pursuant to Section 6.2 (If an “Indemnified Party”) reasonably believes will entitle such Indemnified Party to indemnification from the Persons who would be obligated to indemnify such Indemnified Party if such claim or Proceeding is indemnifiable hereunder (such obligated Persons, the “Indemnifying Party”), such Indemnified Party shall provide to Parentclaim indemnification hereunder for any claim other than a third-party claim, if Parent is the Indemnified Party shall notify the Indemnifying Party, or to Purchaser, if Purchaser is the Indemnifying Party, written notice describing such matter Party in reasonable detail, including, to the extent known and quantified, the nature writing of the matter, the basis for such claim in reasonable detail and setting forth in reasonable detail the nature and amount of the damages resulting from such claim. The Indemnifying Party shall give written notice of any disagreement with such claim that it is subject to indemnification within 30 days following receipt of the Indemnified Party's notice of the claim, specifying in reasonable detail the nature and extent of such disagreement. If the Indemnifying Party and the amount and nature Indemnified Party are unable to resolve any disagreement within 30 days following receipt by the Indemnified Party of the Losses with respect thereto notice referred to in the preceding sentence, the disagreement shall be submitted for resolution to an independent Person (a “Notice of Direct Claim”); provided, however, that the failure of an "Arbitrator") mutually agreed by the Indemnifying Party and the Indemnified Party. If the Indemnifying Party and the Indemnified Party cannot agree on a single Arbitrator, then the disagreement shall be submitted to timely provide a Notice an Arbitrator selected in accordance with the Rules of Direct Claim or to include any particular details in such Notice of Direct Claim shall not relieve any Indemnifying Party from any obligation to indemnify any Indemnified Party with respect thereto, except to the extent that such Indemnified Party’s failure to provide, delay in providing, or omission of any particular detail in a Notice of Direct Claim actually prejudices the ability of Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, to defend against or contest such matterAmerican Arbitration Association. (b) For claims for indemnification for Any such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association and shall be held in New York City, New York or such other location to which the parties to such dispute mutually agree. The determination by the Arbitrator shall be made within 30 days of the submission of the dispute, shall be in accordance with this Agreement, shall be set forth in a Notice of Direct Claim is made pursuant written statement delivered to Section 6.3(a), Parent, if Parent is the Indemnifying PartyParty and the Indemnified Party and shall be final, or Purchaserbinding and conclusive. Judgment upon the decision rendered by the Arbitrator may be entered in any court having jurisdiction thereof and may include the award of attorneys' fees and other costs to the extent provided by this Article. The Person who is prevailed against in the resolution of such disagreement shall pay the fees and expenses of the Arbitrator; if one Person does not prevail on all issues, if Purchaser is the Indemnifying Party, fees and expenses shall have twenty (20) be apportioned in such manner as the Arbitrator shall determine. Any amount owing by any Person as a result of this Section 6.5 shall be paid within five Business Days after its receipt of the Notice of Direct Claim to respond to the claim(s) for indemnification described therein by notice delivered to Parent, if any Purchaser Indemnitee is the Indemnified Party, or Purchaser, if any Parent Indemnitee is the Indemnified Party. Such response shall set forth, in reasonable detail, any objection(s) to the claim(s) and the basis for such objection(s). Parent and Purchaser shall negotiate to attempt to resolve such claim(s) for indemnification for a period of not less than twenty (20) Business Days after such response is provided. If the Indemnifying Party does not deliver a response to a Notice of Claim within the twenty (20) Business Day period referred to above, or if Parent and Purchaser are unable to resolve such claim(s) within the twenty (20) Business Day period after delivery final determination of such a response, the applicable Indemnified Party may thereafter pursue its claim for indemnification or any other remedies available to it with respect to such claim(s)amount. (c) The Indemnified Party shall, and parties agree that (i) the provisions of this Section 6.5 shall cause each of its Affiliates to, assist Parent, if Parent is the Indemnifying Party, not apply to any preliminary or Purchaser, if Purchaser is the Indemnifying Party, in its analysis of the matter giving rise to such Notice of Direct Claim, including reasonably cooperating with, making its relevant files and records reasonably available to, making its employees and representatives reasonably available to, and otherwise rendering reasonable assistance to, Parent or Purchaser, as applicable, temporary equitable relief sought with respect to breaches of the obligations set forth in Sections 5.2, 5.2(c) and 7.6, (ii) the Arbitrator shall have no power to grant such matterpreliminary or temporary relief with respect to breaches of such obligations (iii) except for such preliminary or temporary equitable relief, claims pursuant to this Article VI shall be the exclusive remedy for claims by or among the parties hereto (or their affiliates) for a breach of this Agreement, and the other agreements, documents or instruments delivered by the Seller or Member pursuant to Section 2.10(a) (other than the Seller and Member Non-Competition Agreements, the Maintenance Agreement, and the Supply Agreement).

Indemnification Procedure – Direct Claims. (a) Promptly after obtaining actual knowledge of any matter not involving a claim or Proceeding by a third party that a Person entitled to indemnification pursuant to Section 6.2 (If an “Indemnified Party”) reasonably believes will entitle such Indemnified Party to indemnification from the Persons who would be obligated to indemnify such Indemnified Party if such claim or Proceeding is indemnifiable hereunder (such obligated Persons, the “Indemnifying Party”), such Indemnified Party shall provide to Parentclaim indemnification hereunder for any claim other than a third-party claim, if Parent is the Indemnified Party shall notify the Indemnifying Party, or to Purchaser, if Purchaser is the Indemnifying Party, written notice describing such matter Party in reasonable detail, including, to the extent known and quantified, the nature writing of the matter, the basis for such claim setting forth the claim that it is subject to indemnification nature and the amount and nature of the Losses with respect thereto (a “Notice of Direct Claim”); provided, however, that the failure of an Indemnified Party to timely provide a Notice of Direct Claim or to include any particular details in damages resulting from such Notice of Direct Claim shall not relieve any claim. The Indemnifying Party from shall give written notice of any obligation to indemnify any Indemnified Party disagreement with respect thereto, except to such claim within 15 days following receipt of the extent that such Indemnified Party’s failure to providenotice of the claim, delay specifying in providing, or omission reasonable detail the nature and extent of any particular detail in a Notice of Direct Claim actually prejudices the ability of Parent, if Parent is such disagreement. If the Indemnifying PartyParty and the Indemnified Party are unable to resolve any disagreement within 30 days following receipt by the Indemnified Party of the notice referred to in the preceding sentence (or such later time as is agreed by the Buyer and the Seller), or Purchaser, if Purchaser is the disagreement shall be submitted for resolution to an independent Person (the “Arbitrator”) mutually agreed by the Indemnifying Party and the Indemnified Party. If the Indemnifying Party and the Indemnified Party cannot agree on a single Arbitrator, then the disagreement shall be submitted to defend against or contest such mattera panel of three Arbitrators, one selected by the indemnifying party, one by the indemnified party and one by the two Arbitrators so selected/an Arbitrator selected in accordance with the Rules of the American Arbitration Association. (b) For claims for indemnification for Any such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association and shall be held in Charlotte, North Carolina or such other location to which the parties to such dispute mutually agree. The determination by the Arbitrator(s) shall be made within 30 days of the submission of the dispute, shall be in accordance with this Agreement, shall be set forth in a Notice of Direct Claim is made pursuant written statement delivered to Section 6.3(a), Parent, if Parent is the Indemnifying PartyParty and the Indemnified Party and shall be final, or Purchaserbinding and conclusive. Judgment upon the decision rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof and may include the award of attorneys’ fees and other costs to the extent provided by this Article. The Person who is prevailed against in the resolution of such disagreement shall pay the fees and expenses of the Arbitrator(s); if one Person does not prevail on all issues, if Purchaser is the Indemnifying Party, fees and expenses shall have twenty (20be apportioned in such manner as the Arbitrator(s) shall determine. Any amount owing by any Person as a result of this Section 7.8 shall be paid within 10 Business Days after its receipt of the Notice of Direct Claim to respond to the claim(s) for indemnification described therein by notice delivered to Parent, if any Purchaser Indemnitee is the Indemnified Party, or Purchaser, if any Parent Indemnitee is the Indemnified Party. Such response shall set forth, in reasonable detail, any objection(s) to the claim(s) and the basis for such objection(s). Parent and Purchaser shall negotiate to attempt to resolve such claim(s) for indemnification for a period of not less than twenty (20) Business Days after such response is provided. If the Indemnifying Party does not deliver a response to a Notice of Claim within the twenty (20) Business Day period referred to above, or if Parent and Purchaser are unable to resolve such claim(s) within the twenty (20) Business Day period after delivery final determination of such a response, the applicable Indemnified Party may thereafter pursue its claim for indemnification or any other remedies available to it with respect to such claim(s)amount. (c) The Indemnified Party shall, and parties agree that (i) the provisions of this Section 7.8 shall cause each of its Affiliates to, assist Parent, if Parent is the Indemnifying Party, not apply to any preliminary or Purchaser, if Purchaser is the Indemnifying Party, in its analysis of the matter giving rise to such Notice of Direct Claim, including reasonably cooperating with, making its relevant files and records reasonably available to, making its employees and representatives reasonably available to, and otherwise rendering reasonable assistance to, Parent or Purchaser, as applicable, temporary equitable relief sought with respect to breaches of the obligations set forth in Sections 5.2 and 9.5, and (ii) the Arbitrator shall have no power to grant such matterpreliminary or temporary relief with respect to breaches of such obligations. In addition, the parties agree that the provisions of this Section 7.8 shall not apply to the provisions of Section 2.5(b).

Indemnification Procedure – Direct Claims. (a) Promptly after obtaining actual knowledge of any matter not involving a claim or Proceeding by a third party that a Person entitled to indemnification pursuant to Section 6.2 (If an “Indemnified Party”) reasonably believes will entitle such Indemnified Party to indemnification from the Persons who would be obligated to indemnify such Indemnified Party if such claim or Proceeding is indemnifiable hereunder (such obligated Persons, the “Indemnifying Party”), such Indemnified Party shall provide to Parentclaim indemnification hereunder for any claim other than third-party claims, if Parent is the Indemnified Party shall notify the Indemnifying Party, or to Purchaser, if Purchaser is the Indemnifying Party, written notice describing such matter Party in reasonable detail, including, to the extent known and quantified, the nature writing of the matter, the basis for such claim setting forth the nature and amount of the Damages resulting from such claim. The Indemnifying Party shall give written notice of any disagreement with such claim that it is subject to indemnification within 30 days following receipt of the Indemnified Party's notice of the claim, specifying in reasonable detail the nature and extent of such disagreement. If the Indemnifying Party and the amount and nature Indemnified Party are unable to resolve any disagreement within 30 days following receipt by the Indemnified Party of the Losses with notice referred to in the preceding sentence, then the parties hereto agree to arbitrate any direct claim for Damages less than $1,000,000 (an "Arbitration Dispute") pursuant to this Section 6.6(a). With respect thereto (a “Notice of Direct Claim”); providedto any direct claim for Damages equal to or greater than $1,000,000, however, that the failure of an Indemnified Party to timely provide a Notice of Direct Claim or to include any particular details in such Notice of Direct Claim arbitration shall not relieve any Indemnifying Party from any obligation be mandatory hereunder and the parties shall be free to indemnify any Indemnified Party with respect thereto, except to the extent that seek resolution of such Indemnified Party’s failure to provide, delay dispute in providing, state or omission of any particular detail in a Notice of Direct Claim actually prejudices the ability of Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, to defend against or contest such matterfederal courts. (b) For claims With respect to any Arbitration Dispute, either party may commence arbitration proceedings with the CPR Institute for indemnification Arbitration Dispute Resolution ("CPR") office by filing a demand for which arbitration in writing (a Notice of Direct Claim is made pursuant to Section 6.3(a), Parent, if Parent is "Demand") with the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, shall have twenty (20) Business Days after its receipt CPR and by simultaneously sending a copy of the Notice of Direct Claim to respond Demand to the claim(sother party. The arbitration proceedings shall be governed by and decided in accordance with the CPR Rules for Non-Administered Arbitration (the "CPR Rules") for indemnification described therein then in effect, unless the parties shall mutually agree otherwise in writing. Any evidentiary rules not expressly provided by notice delivered to Parentthe CPR Rules shall be determined in accordance with the Federal Rules of Evidence. The arbitration shall be governed by the U.S. Arbitration Act, if any Purchaser Indemnitee is 9 U.S.C. ss. 1, et seq. and shall be administered under the Indemnified Party, or Purchaser, if any Parent Indemnitee is the Indemnified Party. Such response shall procedures set forth, in reasonable detail, any objection(s) to the claim(s) and the basis for such objection(s). Parent and Purchaser shall negotiate to attempt to resolve such claim(s) for indemnification for a period of not less than twenty (20) Business Days after such response is provided. If the Indemnifying Party does not deliver a response to a Notice of Claim within the twenty (20) Business Day period referred to above, or if Parent and Purchaser are unable to resolve such claim(s) within the twenty (20) Business Day period after delivery of such a response, the applicable Indemnified Party may thereafter pursue its claim for indemnification or any other remedies available to it with respect to such claim(s)forth herein. (c) The Indemnified Party shallarbitration panel to be selected (the "Arbitrators") shall be a balanced panel, consisting of (i) three independent and impartial arbitrators selected pursuant to CPR Rule 6.4 in the event the total amount in the Arbitration Dispute is $1 million or more; or (ii) one independent and impartial arbitrator selected pursuant to CPR Rule 6.4 in the event the total amount in the Arbitration Dispute is less than $1 million. (d) The arbitration shall be conducted in Detroit, Michigan; provided that the Arbitrator(s) may, for the convenience of the parties and without changing the site of the arbitration proceeding, permit the taking of evidence outside of Detroit, Michigan. (e) The Arbitrator(s) shall permit and facilitate discovery pursuant to CPR Rule 11, except that for claims involving $1 million or less no depositions shall be permitted; and for claims involving more than $1 million, each party shall be limited to two depositions. These limits on depositions shall not be modified without the written consent of all parties to the arbitration. Within 30 days after selection of a panel, the party filing the demand for arbitration shall provide copies of all business documents and other evidence in its possession that support its demand. Within 30 days of receipt of such information, the receiving party shall produce all business documents and evidence that support its defense or response. Thereafter, each party shall have the right to such other discovery procedures as the Arbitrator(s) may determine to be reasonably necessary for a fair understanding of any legitimate issue raised in the arbitration. A party's failure to timely disclose documents, witnesses, expert reports, calculations and other evidence relating to the Arbitration Dispute shall operate as a bar to the nondisclosing party's use of such evidence, and, in the Arbitrator's(s') discretion, be a basis for sanctions, including an award against the nondisclosing party. (f) It is the intention of the parties hereto that the arbitration proceeding be completed through the rendering of the award within six months of the selection of the Arbitrator(s), and each party hereto shall cause each of its Affiliates to, assist Parent, if Parent is so instruct the Indemnifying Party, or Purchaser, if Purchaser is Arbitrator(s) and take such other actions as may be reasonably required to give effect to such intention. The arbitration hearing shall be no longer than five consecutive Business Days to be equally divided between the Indemnifying Party, parties. These timing requirements cannot be modified unless mutually agreed by the parties in its analysis writing. The award of the matter giving rise Arbitrator(s) may be monetary damages, an order requiring performance of obligations under this Agreement or any other appropriate award or remedy. Nor may the Arbitrator(s) make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. Notwithstanding anything to the contrary, the Arbitrator(s) shall not be authorized or empowered to award punitive, exemplary, consequential or special damages, and the parties expressly waive any claim to such Notice damages. (g) The fees and expenses of Direct Claimthe Arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided, that at the conclusion of the arbitration, the prevailing party shall be entitled to recover all attorneys' fees, filing fees, costs, including reasonably cooperating withthe costs of the arbitration previously advanced, making its relevant files expert fees and records reasonably available to, making its employees and representatives reasonably available tocosts, and otherwise rendering reasonable assistance torelated expenses from the non-prevailing party and such recovery shall be made part of any judgment or arbitration award. (h) The final award rendered by the Arbitrator(s) (after any CPR appeal allowed herein) shall be final and binding upon the parties and judgment may be entered by any competent court having jurisdiction thereof. In the event of an arbitration award of Damages less than $500,000 (inclusive of costs, Parent fees and interest), such award shall not be subject to appeal. In the event the award exceeds $500,000 (inclusive of any award of costs, fees and interest), an appeal may be taken under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel arising out of or Purchaserrelated to this Agreement. Such appeal must conform to the requirements of the CPR Arbitration Appeal Procedure. Notwithstanding anything to the contrary provided in this paragraph and without prejudice to the above procedures, any of the parties may apply to any court of competent jurisdiction for temporary injunctive judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as applicablethe arbitration panel is convened and available to hear such party's request for temporary relief. The award rendered by the Arbitrator(s), with respect after any appeal taken pursuant to the foregoing, shall be final and not subject to judicial review, and judgment thereon may be entered in any court of competent jurisdiction. The award of the Arbitrator(s) shall be accompanied by a written explanation of the basis for the award. Any amount owing by any Person as a result of this Section 6.6 shall be paid within two Business Days after final determination of such matteramount.

Indemnification Procedure – Direct Claims. (a) Promptly after obtaining actual knowledge of any matter not involving a claim or Proceeding by a third party that a Person entitled to indemnification pursuant to Section 6.2 (If an “Indemnified Party”) reasonably believes will entitle such Indemnified Party to indemnification from the Persons who would be obligated to indemnify such Indemnified Party if such claim or Proceeding is indemnifiable hereunder (such obligated Persons, the “Indemnifying Party”), such Indemnified Party shall provide to Parentclaim indemnification hereunder for any claim other than a third-party claim, if Parent is the Indemnified Party shall notify the Indemnifying Party, or to Purchaser, if Purchaser is the Indemnifying Party, written notice describing such matter Party in reasonable detail, including, to the extent known and quantified, the nature writing of the matter, the basis for such claim setting forth the nature and amount of the damages resulting from such claim. The Indemnifying Party shall give written notice of any disagreement with such claim that it is subject to indemnification within 15 days following receipt of the Indemnified Party's notice of the claim, specifying in reasonable detail the nature and extent of such disagreement. If the Indemnifying Party and the amount and nature Indemnified Party are unable to resolve any disagreement within 30 days following receipt by the Indemnified Party of the Losses with respect thereto notice referred to in the preceding sentence (a “Notice of Direct Claim”or such later time as is agreed by the Buyer and the Seller); provided, however, that the failure of disagreement shall be submitted for resolution to an independent Person (the "Arbitrator") mutually agreed by the Indemnifying Party and the Indemnified Party. If the Indemnifying Party and the Indemnified Party cannot agree on a single Arbitrator, then the disagreement shall be submitted to timely provide a Notice panel of Direct Claim or to include any particular details three Arbitrators, one selected by the indemnifying party, one by the indemnified party and one by the two Arbitrators so selected/an Arbitrator selected in such Notice accordance with the Rules of Direct Claim shall not relieve any Indemnifying Party from any obligation to indemnify any Indemnified Party with respect thereto, except to the extent that such Indemnified Party’s failure to provide, delay in providing, or omission of any particular detail in a Notice of Direct Claim actually prejudices the ability of Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, to defend against or contest such matterAmerican Arbitration Association. (b) For claims for indemnification for Any such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association and shall be held in Charlotte, North Carolina or such other location to which the parties to such dispute mutually agree. The determination by the Arbitrator(s) shall be made within 30 days of the submission of the dispute, shall be in accordance with this Agreement, shall be set forth in a Notice of Direct Claim is made pursuant written statement delivered to Section 6.3(a), Parent, if Parent is the Indemnifying PartyParty and the Indemnified Party and shall be final, or Purchaserbinding and conclusive. Judgment upon the decision rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof and may include the award of attorneys' fees and other costs to the extent provided by this Article. The Person who is prevailed against in the resolution of such disagreement shall pay the fees and expenses of the Arbitrator(s); if one Person does not prevail on all issues, if Purchaser is the Indemnifying Party, fees and expenses shall have twenty (20be apportioned in such manner as the Arbitrator(s) shall determine. Any amount owing by any Person as a result of this Section 7.8 shall be paid within 10 Business Days after its receipt of the Notice of Direct Claim to respond to the claim(s) for indemnification described therein by notice delivered to Parent, if any Purchaser Indemnitee is the Indemnified Party, or Purchaser, if any Parent Indemnitee is the Indemnified Party. Such response shall set forth, in reasonable detail, any objection(s) to the claim(s) and the basis for such objection(s). Parent and Purchaser shall negotiate to attempt to resolve such claim(s) for indemnification for a period of not less than twenty (20) Business Days after such response is provided. If the Indemnifying Party does not deliver a response to a Notice of Claim within the twenty (20) Business Day period referred to above, or if Parent and Purchaser are unable to resolve such claim(s) within the twenty (20) Business Day period after delivery final determination of such a response, the applicable Indemnified Party may thereafter pursue its claim for indemnification or any other remedies available to it with respect to such claim(s)amount. (c) The Indemnified Party shall, and parties agree that (i) the provisions of this Section 7.8 shall cause each of its Affiliates to, assist Parent, if Parent is the Indemnifying Party, not apply to any preliminary or Purchaser, if Purchaser is the Indemnifying Party, in its analysis of the matter giving rise to such Notice of Direct Claim, including reasonably cooperating with, making its relevant files and records reasonably available to, making its employees and representatives reasonably available to, and otherwise rendering reasonable assistance to, Parent or Purchaser, as applicable, temporary equitable relief sought with respect to breaches of the obligations set forth in Sections 5.2 and 9.5, and (ii) the Arbitrator shall have no power to grant such matterpreliminary or temporary relief with respect to breaches of such obligations. In addition, the parties agree that the provisions of this Section 7.8 shall not apply to the provisions of Section 2.5(b).

Indemnification Procedure – Direct Claims. (a) Promptly after obtaining actual knowledge of any matter not involving a claim or Proceeding by a third party that a Person entitled to indemnification pursuant to Section 6.2 (If an “Indemnified Party”) reasonably believes will entitle such Indemnified Party to indemnification from the Persons who would be obligated to indemnify such Indemnified Party if such claim or Proceeding is indemnifiable hereunder (such obligated Persons, the “Indemnifying Party”), such Indemnified Party shall provide to Parentclaim indemnification hereunder for any claim other than a third-party claim, if Parent is the Indemnified Party shall notify the Indemnifying Party, or to Purchaser, if Purchaser is the Indemnifying Party, written notice describing such matter Party in reasonable detail, including, to the extent known and quantified, the nature writing of the matter, the basis for such claim setting forth the claim that it is subject to indemnification nature and the amount and nature of the Losses with respect thereto (a “Notice of Direct Claim”); provided, however, that the failure of an Indemnified Party to timely provide a Notice of Direct Claim or to include any particular details in damages resulting from such Notice of Direct Claim shall not relieve any claim. The Indemnifying Party from shall give written notice of any obligation to indemnify any Indemnified Party disagreement with respect thereto, except to such claim within 15 days following receipt of the extent that such Indemnified Party’s failure to providenotice of the claim, delay specifying in providing, or omission reasonable detail the nature and extent of any particular detail in a Notice of Direct Claim actually prejudices the ability of Parent, if Parent is such disagreement. If the Indemnifying PartyParty and the Indemnified Party are unable to resolve any disagreement within 30 days following receipt by the Indemnified Party of the notice referred to in the preceding sentence, or Purchaser, if Purchaser is the disagreement shall be submitted for resolution to an independent Person (the “Arbitrator”) mutually agreed by the Indemnifying Party and the Indemnified Party. If the Indemnifying Party and the Indemnified Party cannot agree on a single Arbitrator, then the disagreement shall be submitted to defend against or contest such matteran Arbitrator selected in accordance with the Rules of the American Arbitration Association. (b) For claims for indemnification for Any such arbitration shall be conducted in accordance with the Rules of the American Arbitration Association and shall be held in Asheville, North Carolina or such other location to which the parties to such dispute mutually agree. The determination by the Arbitrator shall be made within 30 days of the submission of the dispute, shall be in accordance with this Agreement, shall be set forth in a Notice of Direct Claim is made pursuant written statement delivered to Section 6.3(a), Parent, if Parent is the Indemnifying PartyParty and the Indemnified Party and shall be final, or Purchaserbinding and conclusive. Judgment upon the decision rendered by the Arbitrator may be entered in any court having jurisdiction thereof and may include the award of attorneys’ fees and other costs to the extent provided by this Article. The Person who is prevailed against in the resolution of such disagreement shall pay the fees and expenses of the Arbitrator; if one Person does not prevail on all issues, if Purchaser is the Indemnifying Party, fees and expenses shall have twenty (20) be apportioned in such manner as the Arbitrator shall determine. Any amount owing by any Person as a result of this Section 8.8 shall be paid within two Business Days after its receipt of the Notice of Direct Claim to respond to the claim(s) for indemnification described therein by notice delivered to Parent, if any Purchaser Indemnitee is the Indemnified Party, or Purchaser, if any Parent Indemnitee is the Indemnified Party. Such response shall set forth, in reasonable detail, any objection(s) to the claim(s) and the basis for such objection(s). Parent and Purchaser shall negotiate to attempt to resolve such claim(s) for indemnification for a period of not less than twenty (20) Business Days after such response is provided. If the Indemnifying Party does not deliver a response to a Notice of Claim within the twenty (20) Business Day period referred to above, or if Parent and Purchaser are unable to resolve such claim(s) within the twenty (20) Business Day period after delivery final determination of such a response, the applicable Indemnified Party may thereafter pursue its claim for indemnification or any other remedies available to it with respect to such claim(s)amount. (c) The Indemnified Party shall, and parties agree that (i) the provisions of this Section 8.8 shall cause each of its Affiliates to, assist Parent, if Parent is the Indemnifying Party, not apply to any preliminary or Purchaser, if Purchaser is the Indemnifying Party, in its analysis of the matter giving rise to such Notice of Direct Claim, including reasonably cooperating with, making its relevant files and records reasonably available to, making its employees and representatives reasonably available to, and otherwise rendering reasonable assistance to, Parent or Purchaser, as applicable, temporary equitable relief sought with respect to breaches of the obligations set forth in Sections 6.2 and 10.6, and (ii) the Arbitrator shall have no power to grant such matterpreliminary or temporary relief with respect to breaches of such obligations.