Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third-Party Claim being asserted against the Indemnitee (a “Direct Claim”), the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third-Third Party Claim being asserted against the Indemnitee (a “Direct Claim”)it, the Indemnitee Indemnified Party shall send a Notice of Claim promptly after discovery of the basis for such claim (i) if the Indemnified Party is a Direct Claim Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnitor reasonably promptlyIndemnified Party is a Equityholder Indemnitee, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claimto Parent. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by shall set forth the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicableknown, or, if not known, a reasonable estimate of the Loss that has been or may foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be sustained by conclusive of the Indemniteefinal amount of such Losses) and a reasonable description of the basis for such claim. The Indemnitor Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have thirty sixty (3060) days after its from receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow dispute the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably requestclaim. If the Indemnitor Indemnifying Party does not so respond give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such thirty Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (30)-day 60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, the Indemnitor no payments shall be deemed made as to have rejected such claimindemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreementaccordance with Section 11.11.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will provide written notice to the Indemnitor promptly, and in any event within 30 days, following its discovery of a claim by an Indemnitee on account of a Loss any matter for which the Indemnitor may be liable hereunder that does not involve a Third-Third Party Claim, which Claim being asserted against Notice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (a “Direct Claim”)ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the Indemnitee shall send a Notice of Claim of a Direct Claim date such item was paid or properly accrued, the basis for any anticipated liability and the representation, warranty, covenant or agreement contained herein to which each such item is related and the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, computation of the Loss that has been or may amount to which such Indemnitee claims to be sustained by the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably requestentitled hereunder. If the Indemnitor does not so respond acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within such thirty (30)-day period30 days after its receipt of the Claim Notice, the Indemnitor shall will be deemed to have rejected such claim, in which case event the Indemnitee shall will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, shall not release the Indemnitor from any of its obligations under this Article IX except to the extent that the Indemnitor is prejudiced by such failure. The Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee on and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the terms investigation, defense and subject resolution of such matters and providing legal and business assistance with respect to the provisions of this Agreementsuch matters.

Indemnification Procedures for Non-Third Party Claims. In The Parent Indemnified Person will deliver a written notice to the event Indemnifying Person as promptly as reasonably practicable following the Parent Indemnified Person’s first obtaining actual knowledge of a claim by an Indemnitee on account of a Loss matter for which the Indemnifying Person would be required to indemnify the Parent Indemnified Person hereunder that does not involve a Third-Third Party Claim being asserted against the Indemnitee (a “Direct Claim”). Subject to Section 10.1, the Indemnitee failure of any Parent Indemnified Person to so notify the Indemnifying Person shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor Indemnifying Person of its indemnification obligations, obligations hereunder except and only to the extent that the Indemnitor forfeits rights or defenses Indemnifying Person is actually and materially prejudiced by reason of such failure. Such Notice of Claim by If the Indemnitee shall describe Indemnifying Person does not notify the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty Parent Indemnified Person within fifteen (3015) days after Business Days following its receipt of such Notice of Claim written notice that the Indemnifying Person disputes its liability to respond in writing the Parent Indemnified Person, the Indemnifying Person will be deemed to have admitted liability with respect to such Direct ClaimLosses. The Indemnitee If the Indemnifying Person timely disputes such claim, the Parent Indemnified Person shall allow provide the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving Indemnifying Person with such information and records as the Indemnifying Person may reasonably request in order to determine the validity of such claim for indemnity by the Parent Indemnified Person, subject to the Access and Assistance Limitations. Such assistance (including and cooperation shall include providing reasonable access to and copies of information, books, records and documents relating to such matters, furnishing employees to assist in the Indemnitee’s premises investigation, defense and Representatives resolution of such matters and providing legal and business assistance with respect to such matters. For purposes of this Section 6.16, if the Merger Participants, collectively, comprise the Indemnifying Person, then in each such case all references to such Indemnifying Person (except for provisions relating to an obligation to make or a right to examine and copy receive any accounts, documents or recordspayments) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available refer to the Indemnitee Seller Representative acting on the terms and subject to the provisions behalf of this Agreementsuch Indemnifying Person.

Indemnification Procedures for Non-Third Party Claims. In The Purchaser Indemnitee will notify the event Sellers’ Representative, the XX Xxxxxxx Sellers (or another designee of the XX Xxxxxxx Sellers identified in writing to Purchaser by the Seller’s Representative) and the Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) in writing promptly of its discovery of any matter that does not involve a Third Party Claim, such notice to contain the information set forth in the following sentence; provided, however, that the failure to provide the Notice of Claim shall not release any Seller from any of its, his or her obligations under this Article XI except to the extent that it has been actually and materially prejudiced by such failure. The Notice of Claim shall (i) state that the Indemnitee has paid, suffered, reserved or properly accrued Losses or reasonably anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, (ii) state the amount of such Losses to the extent known, and (iii) specify in reasonable detail the material facts known to the Indemnitee giving rise to such claim and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Sellers’ Representative on behalf of the Sellers in the case of a claim under Section 11.2(a), the Sellers’ Representative or XX Xxxxxxx Sellers (or another designee of the XX Xxxxxxx Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the XX Xxxxxxx Sellers in the case of a claim under Section 11.2(b), the Sellers’ Representative or Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the Management Blocker Sellers in the case of a claim under Section 11.2(c), shall have twenty (20) days after receipt of any notice for a claim by an Indemnitee to dispute such claim. The Indemnitee will reasonably cooperate and assist the Sellers’ Representative, XX Xxxxxxx Sellers and Management Blocker Sellers (or their respective designees) in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Sellers’ Representative, on account behalf of the Sellers, in the case of a Loss that does not involve claim under Section 11.2(a), the Sellers’ Representative or XX Xxxxxxx Sellers (or another designee of the XX Xxxxxxx Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the XX Xxxxxxx Sellers in the case of a Third-Party Claim being asserted against claim under Section 11.2(b), the Sellers’ Representative or Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the Management Blocker Sellers in the case of a claim under Section 11.2(c) fails to dispute such claim within the twenty day period specified above, or upon a final resolution of any dispute in favor of an Indemnitee (a “Direct Resolved Claim”), the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim claim specified by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be conclusively deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and Losses subject to the provisions of indemnification under this AgreementArticle XI.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will deliver a Claims Notice to the event Indemnitor promptly following the Indemnitee’s first obtaining knowledge of a claim by an any matter for which the Indemnitor may be liable to the Indemnitee on account of a Loss hereunder that does not involve a Third-Third Party Claim being asserted against Claim, which Claims Notice shall also (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (a “Direct Claim”)b) the date such Loss was paid or incurred. Subject to Section 10.1, the failure of any Indemnitee shall send a Notice of Claim of a Direct Claim to so notify the Indemnitor reasonably promptly, but in any event shall not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, obligations hereunder except and only to the extent that the Indemnitor forfeits rights or defenses is actually prejudiced by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond notify the Indemnitee within sixty (60) days following its receipt of such thirty (30)-day periodClaims Notice that the Indemnitor disputes its liability to the Indemnitee, the Indemnitor shall Indemnitee will be deemed to have rejected admitted liability with respect to such claimLosses. If the Indemnitor timely disputes such Claims Notice, in which case the Indemnitee shall be free to pursue such remedies as may be available provide reasonable cooperation and assistance to the Indemnitor in determining the validity of such claim for indemnity by the Indemnitee on and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, books, records and documents relating to such matters, furnishing employees to assist in the terms investigation, defense and subject resolution of such matters and providing legal and business assistance with respect to the provisions of this Agreementsuch matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will provide written notice to the Indemnitor promptly, and in any event within 30 days, following its discovery of a claim by an Indemnitee on account of a Loss any matter for which the Indemnitor may be liable hereunder that does not involve a Third-Third Party Claim, which Claim being asserted against Notice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (a “Direct Claim”)ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the Indemnitee shall send a Notice of Claim of a Direct Claim date such item was paid or properly accrued, the basis for any anticipated liability and the representation, warranty, covenant or agreement contained herein to which each such item is related and the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, computation of the Loss that has been or may amount to which such Indemnitee claims to be sustained by the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably requestentitled hereunder. If the Indemnitor does not so respond acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within such thirty (30)-day period60 days after its receipt of the Claim Notice, the Indemnitor shall will be deemed to have rejected such claim, in which case event the Indemnitee shall will be free to pursue such remedies as may be available to it hereunder. The Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee on and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the terms investigation, defense and subject resolution of such matters and providing legal and business assistance with respect to the provisions of this Agreementsuch matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will deliver a Claim Notice to the event Indemnitor promptly upon its discovery of a claim by an any matter for which the Indemnitor may be liable to the Indemnitee on account of a Loss hereunder that does not involve a Third-Third Party Claim being asserted against the Indemnitee (a “Direct Claim”), ) provided that the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give provide such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses has been materially prejudiced by reason of such failure. Such a Claim Notice of Claim by the Indemnitee shall will describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof detail and shall indicate the estimated amount, amount of Losses (if reasonably practicable, of the Loss estimable) that has have been or may be sustained by the Indemnitee. The Indemnitor shall will have a period of thirty (30) days after its receipt of such Notice of Claim within which to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day 30) day period, the Indemnitor shall will be deemed to have rejected accepted such claim, in which case event the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement. If an objection is timely interposed by the Indemnitor, then the Indemnitee and the Indemnitor shall discuss such objection in good faith for a period of thirty (30) days from the date the Indemnitee receives such objection (such period, or such longer period as agreed in writing by the Parties, is hereinafter referred to as the “Discussion Period”), and all such discussions (unless otherwise agreed by the Indemnitee and the Indemnitor) shall be governed by applicable Law and shall be conducted on a strictly without prejudice basis. If the Direct Claim that is the subject of the Claim Notice has not been resolved prior to the expiration of the Discussion Period, the Indemnitor and the Indemnitee may submit the dispute for resolution to a court of competent jurisdiction and each will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing with reasonable promptness of a its discovery of any claim by an Indemnitee on account of a Loss against the Indemnitor under this Article XIV that does not involve a Third-Third Party Claim being asserted against Claim, such notice to contain the Indemnitee (a “Direct Claim”), information set forth in the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claimfollowing sentence. The failure by any Indemnitee so to give such prompt written notice notify the Indemnitor shall not, however, not relieve the Indemnitor of its indemnification obligationsfrom any liability that it may have to such Indemnitee under this Article XIV, except and only to the extent that the Indemnitor forfeits rights or defenses demonstrates that it has been actually and materially prejudiced by reason of such failure. Such The Notice of Claim by shall (i) state that the Indemnitee shall describe the Direct Claim has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detaildetail each item of Loss included in the amount so stated, shall include copies of all written evidence thereof the date such item was paid or properly accrued, the basis for any anticipated liability and shall indicate the estimated amount, if reasonably practicable, nature of the Loss misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. In the event that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty (30) does not notify the Indemnitee that it disputes such claim within 30 days after its from receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee , the claim specified therein shall allow be conclusively deemed a liability of the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise hereunder (subject to the Direct ClaimARA/AII Indemnity Cap, and whether and to what extent any amount is payable in respect of the Direct Claim GDC Indemnity Cap and the Indemnitee shall assist the Indemnitor’s investigation by giving such information other limitations set forth in Sections 14.01 and assistance (including access to the Indemnitee’s premises 14.02, as applicable) and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected pay the amount of such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available liability to the Indemnitee on demand or, in the terms case of any Notice of Claim 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. The Indemnitee, at the Indemnitor’s sole expense, will reasonably cooperate and subject assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to the provisions pertinent personnel and to copies of this Agreementinformation, records and documents relating to such matters.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third-Third Party Claim being asserted against the Indemnitee (a “Direct Claim”)it, the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct ClaimIndemnitor. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by shall set forth the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicableknown, or, if not known, an estimate of the Loss that has been or may foreseeable maximum amount of claimed Losses (which estimate shall not be sustained by conclusive of the Indemniteefinal amount of such Losses) and a description of the basis for such claim. The Indemnitor shall will have thirty (30) 30 days after its from receipt of such Notice of Claim to respond dispute the claim and will reasonably cooperate and assist the Indemnitee in writing to determining the validity of the claim for indemnity. During such Direct Claim. The 30-day period, the Indemnitee shall allow the Indemnitor and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claimclaim, and whether and to what extent any amount is payable in respect of the Direct Claim claim and the Indemnitee shall assist the Indemnitor’s investigation by giving provide such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accountswith respect thereto, documents or records) as the Indemnitor or any of its Representatives professional advisors may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available give written notice to the Indemnitee on that it disputes such claim within 30 days after its receipt of the terms and Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. Notwithstanding the provisions foregoing, in the case of any Stockholder, Sellers’ Representative shall act on behalf of such Stockholders for the purposes of this AgreementSection 8.06 and any actions taken (or not taken) by Sellers’ Representative on behalf of any such Stockholder shall be binding on such Stockholder as an Indemnitor or Indemnitee, as the case may be, hereunder. All notices to any Stockholder under this Section 8.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such notice to any specific Stockholder.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim by an Indemnitee on account its discovery of a Loss any matter that does not involve a Third-Third Party Claim being asserted against Claim, such notice to contain the Indemnitee (a “Direct Claim”), information set forth in the Indemnitee shall send a following sentence. The Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five shall (5i) Business Days after state that the Indemnitee becomes aware has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such Direct Claimitem was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The failure Failure to give such prompt written notice in accordance with the foregoing shall not, however, relieve not affect the Indemnitor of its indemnification obligationsIndemnitor’s obligations hereunder, except and only to the extent that the Indemnitor forfeits rights or defenses is prejudiced by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond notify the Indemnitee that it disputes such claim within such thirty (30)-day period30) days following receipt of the Notice of Claim, the Indemnitor claim specified therein shall be deemed to have rejected such claim, in which case a liability of the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and Indemnitor hereunder (subject to the provisions Indemnity Cap and the other limitations set forth in Section 10.2(b), as applicable). The Indemnitee will provide reasonable access to and copies of information, records and documents relating to the matters described in this AgreementSection 10.5, provided, however, that if the Parties are in an adversarial relationship in litigation, the furnishing of information, records and documents in accordance with any provision herein, shall be subject to applicable rules relating to discovery and to attorney-client privilege.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of its discovery of any matter that does not involve a Third Party Claim, such notice to contain the information set forth in the following sentence; provided that any Notice of Claim required to be provided to the Company Stockholders, the Company Optionholders and RSU Holders as Indemnitors pursuant to Section 12.2 shall be delivered to the Stockholder Representative; provided, further, that the failure to provide the Notice of Claim shall not release any Indemnitor from any of its, his or her obligations under this Article XII except to the extent that such Indemnitor has been actually and materially prejudiced by such failure. The Notice of Claim shall (i) state that the Indemnitee has paid, suffered, reserved or properly accrued Losses or reasonably anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, (ii) state the amount of such Losses to the extent known, and (iii) specify in reasonable detail the material facts known to the Indemnitee giving rise to such claim and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitor shall have twenty (20) days after receipt of any notice for a claim by an Indemnitee on account to dispute such claim. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnitor fails to dispute such claim within the twenty day period specified above, or upon a Loss that does not involve a Third-Party Claim being asserted against the final resolution of any dispute in favor of an Indemnitee (a “Direct Resolved Claim”), such claim specified by the Indemnitee shall send a Notice of Claim of a Direct Claim be conclusively deemed Losses subject to indemnification under this Article XII, and, to the Indemnitor reasonably promptlyextent such Losses are not satisfied by a distribution from the Escrow Fund, but in any event not later than the Indemnitor(s) shall, within five (5) Business Days, make payment by wire transfer to a bank account designated in writing by such Indemnitee (such designation to be made at least two (2) Business Days after prior to the Indemnitee becomes aware date such payment is due) in immediately available funds of such Direct Claim. The failure to give such prompt written notice shall notamount, however, relieve the Indemnitor of its indemnification obligations, except and only together with interest thereon at a rate equal to the extent that rate of interest from time to time announced by Xxxxx Fargo Bank, N.A., as its prime rate, calculated on the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, basis of the Loss that has been or may be sustained by actual number of days elapsed from the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise Closing Date to the Direct Claim, and whether and to what extent any amount is payable in respect date of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreementpayment.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will provide written notice to the Indemnitor promptly, and in any event within 30 days, following its discovery of a claim by an Indemnitee on account of a Loss any matter for which the Indemnitor may be liable hereunder that does not involve a Third-Third Party Claim, which Claim being asserted against Notice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (a “Direct Claim”)ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the Indemnitee shall send a Notice of Claim of a Direct Claim date such item was paid or properly accrued, the basis for any anticipated liability and the representation, warranty, covenant or agreement contained herein to which each such item is related and the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, computation of the Loss that has been or may amount to which such Indemnitee claims to be sustained by the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably requestentitled hereunder. If the Indemnitor does not so respond acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within such thirty (30)-day period30 days after its receipt of the Claim Notice, the Indemnitor shall will be deemed to have rejected such claim, in which case event the Indemnitee shall will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, shall not release the Indemnitor from any of its obligations under this Article VIII except to the extent that the Indemnitor is prejudiced by such failure. The Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee on and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the terms investigation, defense and subject resolution of such matters and providing legal and business assistance with respect to the provisions of this Agreementsuch matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee shall notify the event Indemnitor in writing as promptly as practicable following its discovery of a claim by an any matter for which the Indemnitee on account of a Loss may seek indemnification pursuant to this Article IX that does not involve a Third-Party Claim being asserted against Claim. Such notice shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (a “Direct Claim”), the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5b) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim specify in reasonable detail, shall include copies as applicable, each individual item of all written evidence thereof Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and shall indicate the estimated amount, if reasonably practicable, nature of the Loss misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; provided, however, that has been a failure or may be sustained delay by an Indemnitee to provide such notice as promptly as practicable shall not affect the Indemnitee. The rights or obligations of such Indemnitee unless the Indemnitor shall have thirty (30) days after its receipt been prejudiced as a result of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter failure or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably requestdelay. If the Indemnitor does not so respond acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within such thirty (30)-day period30 days following delivery of the Notice of Claim, the Indemnitor shall will be deemed to have rejected such claim, in which case event the Indemnitee shall will be free to pursue such remedies as may be available to under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee on and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, and copies of, information, records and documents relating to such matters, furnishing employees to assist in the terms investigation, defense and subject resolution of such matters and providing legal and business assistance with respect to the provisions such matters, in each case without expense (other than reimbursement of this Agreementactual out-of-pocket expenses).

Indemnification Procedures for Non-Third Party Claims. In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third-Third Party Claim being asserted against the Indemnitee (a “Direct Claim”)it, the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct ClaimIndemnitor. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by shall set forth the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicableknown, or, if not known, an estimate of the Loss that has been or may foreseeable maximum amount of claimed Losses (which estimate shall not be sustained by conclusive of the Indemniteefinal amount of such Losses) and a description of the basis for such claim. The Indemnitor shall will have thirty (30) 30 days after its from receipt of such Notice of Claim to respond dispute the claim and will reasonably cooperate and assist the Indemnitee in writing to such Direct Claim. The Indemnitee shall allow determining the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect validity of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably requestclaim for indemnity. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available give written notice to the Indemnitee on that it disputes such claim within 30 days after its receipt of the terms and Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. Notwithstanding the provisions foregoing, in the case of any Seller, Sellers’ Representative shall act on behalf of such Sellers for the purposes of this AgreementSection 8.06 and any actions taken (or not taken) by Sellers’ Representative on behalf of any such Seller shall be binding on such Seller as an Indemnitor or Indemnitee, as the case may be, hereunder. All notices to any Seller under this Section 8.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such notice to any specific Seller.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third-Third Party Claim being asserted against the Indemnitee (a “Direct Claim”)it, the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct ClaimIndemnitor. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by shall set forth the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicableknown, or, if not known, an estimate of the Loss that has been or may foreseeable maximum amount of claimed Losses (which estimate shall not be sustained by conclusive of the Indemniteefinal amount of such Losses) and a description of the basis for such claim. The Indemnitor shall will have thirty (30) 30 days after its from receipt of such Notice of Claim to respond dispute the claim. If the Indemnitor gives notice that it disputes such claim within 30 days from receipt of such Notice of Claim, the Indemnified Party and the Indemnitor Party shall then negotiate in writing good faith a resolution of any claims that the Indemnitor did not deem to have conceded in its notice of dispute for a period of thirty (30) days after such Direct Claimnotice is provided by the Indemnitor. The Indemnitee shall allow If the Indemnitor and its Representatives the Indemnified Party are unable to investigate resolve any such disputed claim(s) within such time period, the matter or circumstance alleged to give rise Indemnified Party may thereafter pursue any legal remedies available to the Direct Claim, and whether and to what extent any amount is payable in Indemnified Party against the Indemnitor with respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or recordsunresolved claim(s) as the Indemnitor or any of its Representatives may reasonably requestin accordance with this Agreement. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available give notice to the Indemnitee on that it disputes such claim within 30 days after its receipt of the terms and Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to the provisions of this Agreementindemnification hereunder.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will provide written notice to the event Indemnitor promptly following its discovery of a claim by an Indemnitee on account of a Loss any matter for which the Indemnitor may be liable hereunder that does not involve a Third-Third Party Claim, which Claim being asserted against Notice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (a “Direct Claim”)ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the representation, warranty, covenant or agreement contained herein to which each such item is related and the computation of the amount to which such Indemnitee shall send a Notice claims to be entitled hereunder (in the case of Claim the amount of a Direct Claim to the Indemnitor reasonably promptlyLosses, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof reasonably available and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably requestknown). If the Indemnitor does not so respond acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within such thirty (30)-day period30 days after its receipt of the Claim Notice, the Indemnitor shall will be deemed to have rejected such claim, in which case event the Indemnitee shall will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, shall not release the Indemnitor from any of its obligations under this Article VIII except to the extent that the Indemnitor is prejudiced by such failure. Subject to Section 8.11, the Indemnitee on will reasonably cooperate with and assist the terms Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and subject in otherwise resolving such matters. Subject to Section 8.11, such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the provisions investigation, defense and resolution of this Agreementsuch matters and providing legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. (a) In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third-Party Claim being asserted against the Indemnitee (a “Direct Claim”)him, her or it, the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct ClaimIndemnitor. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by shall set forth the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicableknown, or, if not known, a good faith estimate of the Loss that has been or may amount of claimed Losses (which estimate shall not be sustained by conclusive of the Indemniteefinal amount of such Losses) and a description in reasonable detail of the basis for such claim. The Indemnitor shall will have thirty (30) 30 days after its from receipt of such Notice of Claim to respond dispute the claim and will reasonably cooperate and assist the Indemnitee in writing to determining the validity of the claim for indemnification. During such Direct Claim. The 30-day period, the Indemnitee shall allow the Indemnitor and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claimclaim, and whether and to what extent any amount is payable in respect of the Direct Claim claim and the Indemnitee shall assist the Indemnitor’s investigation by giving provide such information information, documentation and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accountsits senior level employees with respect thereto, documents or records) as the Indemnitor or any of its Representatives professional advisors may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available give written notice to the Indemnitee on that it disputes such claim within 30 days after its receipt of the terms and Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder (and the provisions limits set forth herein). Notwithstanding the foregoing, Sellers’ Representative shall act on behalf of the Sellers for the purposes of this AgreementSection 12.06 and any actions taken (or not taken) by Sellers’ Representative on behalf of any Seller(s) shall be binding on such Seller(s) as an Indemnitor or Indemnitee, as the case may be, hereunder. All notices to any Seller under this Section 12.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such notice to any specific Seller.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third-Third Party Claim being asserted against the Indemnitee (a “Direct Claim”)it, the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct ClaimIndemnitor. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by shall set forth the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicableknown, or, if not known, an estimate of the Loss that has been or may foreseeable maximum amount of claimed Losses (which estimate shall not be sustained by conclusive of the Indemniteefinal amount of such Losses) and a description of the basis for such claim. The Indemnitor shall will have thirty (30) 30 days after its from receipt of such Notice of Claim to respond dispute the claim and will reasonably cooperate and assist the Indemnitee in writing to such Direct Claim. The Indemnitee shall allow determining the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect validity of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably requestclaim for indemnity. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available give written notice to the Indemnitee on that it disputes such claim within 30 days after its receipt of the terms and Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. Notwithstanding the provisions foregoing, in the case of any Majority Stockholder, Sellers’ Representative shall act on behalf of such Majority Stockholders for the purposes of this AgreementSection 9.06 and any actions taken (or not taken) by Sellers’ Representative on behalf of any such Majority Stockholder shall be binding on such Majority Stockholder as an Indemnitor or Indemnitee, as the case may be, hereunder. All notices to any Majority Stockholder under this Section 9.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such notice to any specific Majority Stockholder.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim by an Indemnitee on account of a Loss against Seller under this Agreement that does not involve a Third-Party Claim being asserted against the Indemnitee (claim by a “Direct Claim”)third party, the Indemnitee Indemnified Party shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware promptly deliver notice of such Direct Claimclaim to Seller in writing and in reasonable detail. The failure by any Indemnified Party to give so notify Seller shall not relieve Seller from any liability that it may have to such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligationsIndemnified Party, except and only to the extent that the Indemnitor forfeits rights or defenses Seller has been actually prejudiced by reason of such failure. Such Notice of Claim by If Seller does not notify the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty Indemnified Party within fifteen (3015) days after Business Days following its receipt of such Notice notice that Seller disputes such claim: (i) such claim specified by Seller in such notice shall be conclusively deemed a liability of Claim to respond in writing to Seller under this Article VII and Seller shall pay the amount of such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise liability to the Direct ClaimIndemnified Party on demand, and whether and to what extent or in the case of any notice in which the amount is payable in respect of the Direct Claim claim is estimated, on such later date when the full amount of such claim is finally determined; and (ii) in the event Seller shall fail to pay the amount of such liability to the Indemnified Party in accordance with the immediately preceding clause (i) (the difference between the amount owed by Seller under this Article VII and the Indemnitee amount paid by Seller under this Article VII, being the "Shortfall"), the Indemnified Party shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and have the right to examine and copy any accountsset-off against its obligations to Seller under Section 5.12 hereof, documents or records) as an amount equal to the Indemnitor or any Shortfall; provided; however, such right of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor set-off shall be deemed to have rejected such claimin addition to, and not in lieu of, any other rights or remedies which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on Indemnified Party at law or in EQUITY. In the terms event the Indemnified Party elects to assert the foregoing set-off right, Seller shall execute any and subject all agreements or documents necessary or desirable to release the Company from its indemnity obligations under Section 5.12 hereof in an amount equal to the provisions Shortfall and to become solely liable for payment of this AgreementCredit Card Debt in an amount equal to such Shortfall. If Seller disputes its liability with respect to such claim in a timely manner, Seller and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.12.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third-Third Party Claim being asserted against the Indemnitee (a “Direct Claim”)it, the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct ClaimIndemnitor. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by shall set forth the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicableknown, or, if not known, an estimate of the Loss that has been or may foreseeable amount of claimed Losses (which estimate shall not be sustained by conclusive of the Indemniteefinal amount of such Losses) and a description of the basis for such claim. The Indemnitor will have sixty (60) days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnitor does not give notice to the Indemnitee that it disputes such claim within sixty (60) days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder and the Indemnitor shall be obligated to pay the Indemnitee the amount set forth in the Notice of Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute is timely given to an Indemnitee, the Parties shall have thirty (30) days after its receipt of to resolve any such Notice of Claim to respond in writing to dispute. In the event that such Direct Claim. The Indemnitee dispute is not resolved by such Parties within such period, the Parties shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and have the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within pursue all available remedies to resolve such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreementdispute.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim by an its discovery of any matter for which the Indemnitor may be liable to the Indemnitee on account of a Loss hereunder that does not involve a Third-Third Party Claim, which Claim being asserted against Notice shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (a “Direct Claim”)b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was incurred or paid or properly accrued, the basis for any anticipated liability and the nature of the breach of representation, warranty, covenant or agreement to which each such item is related and the computation of the amount to which the Indemnitee shall send a Notice of Claim of a Direct Claim claims to be entitled hereunder(in each case to the Indemnitor reasonably promptlyextent determinable). Notwithstanding the foregoing, but in any no event not later than five (5) Business Days after shall the failure of an Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve promptly notify the Indemnitor per the terms of its indemnification obligationsthe immediately preceding sentence affect the Indemnitee’s rights to be indemnified hereunder, except unless (and then only to the extent that) the Indemnitor is materially prejudiced thereby. In the event that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by does not notify the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty (30) it disputes such claim within 45 days after its following receipt of such Notice Claim Notice, the claim specified therein shall be deemed a liability of Claim the Indemnitor hereunder (subject to respond the limitations set forth in writing to such Direct Claimthis Article VIII, as applicable). The Indemnitee shall allow reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and its Representatives in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to investigate and copies of information, records and documents relating to such matters, furnishing employees to reasonably (in the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect view of the Direct Claim providing party) assist in the investigation, defense and resolution of such matters and providing reasonable (in the Indemnitee shall assist view of the Indemnitor’s investigation by giving providing party) legal and business assistance with respect to such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreementmatters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnified Party will notify the event Indemnifying Party in writing promptly of a claim by an Indemnitee on account its discovery of a Loss any matter subject to indemnification under this Article 6 that does not involve a Third-Third Party Claim being asserted against Claim, such notice to contain the Indemnitee (a “Direct Claim”), information set forth in the Indemnitee shall send a following sentence. The Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five shall (5i) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent state that the Indemnitor forfeits rights Indemnified Party has paid or defenses by reason of properly accrued Losses or anticipates that it will incur liability for Losses for which such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim Indemnified Party is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detaildetail each individual item of Loss included in the amount so stated, shall include copies the date such item was paid or properly accrued, the basis for any anticipated liability and, in the case of all written evidence thereof and shall indicate Buyer Indemnified Parties, the estimated amount, if reasonably practicable, nature of the Loss that has been or may indemnified claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be sustained by entitled hereunder. If the Indemnitee. The Indemnitor shall have thirty (30) Indemnifying Party does not acknowledge in writing its obligation to indemnify the Indemnified Party with respect to such Losses within 30 days after its receipt of such the Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall Indemnifying Party will be deemed to have rejected such claim, in which case event the Indemnitee shall Indemnified Party will be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of it under this Agreement. The Indemnified Party will use commercially reasonable efforts to minimize Losses from such claims and will act in good faith in responding to or otherwise dealing with such claims. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee shall notify the event Indemnitor in writing as promptly as practicable following its discovery of a claim by an any matter for which the Indemnitee on account of a Loss may seek indemnification pursuant to this Article 10 that does not involve a Third-Party Claim being asserted against Claim. Such notice shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (a “Direct Claim”), the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5b) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim specify in reasonable detail, shall include copies as applicable, each individual item of all written evidence thereof Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and shall indicate the estimated amount, if reasonably practicable, nature of the Loss misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; provided, however, that has been a failure or may be sustained delay by an Indemnitee to provide such notice as promptly as practicable shall not affect the Indemnitee. The rights or obligations of such Indemnitee unless the 114399-0014/143865664.11 Indemnitor shall have thirty (30) days after its receipt been prejudiced as a result of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter failure or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably requestdelay. If the Indemnitor does not so respond acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within such thirty (30)-day period30) days following delivery of the Notice of Claim, the Indemnitor shall will be deemed to have rejected such claim, in which case event the Indemnitee shall will be free to pursue such remedies as may be available to under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee on and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, and copies of, information, records and documents relating to such matters, furnishing employees to assist in the terms investigation, defense and subject resolution of such matters and providing legal and business assistance with respect to the provisions of this Agreementsuch matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee shall provide the event Indemnitor and Escrow Agent a Notice of a claim by an Indemnitee on account Claim promptly following its discovery of a Loss any matter that does not involve a Third-Third Party Claim. Such Notice of Claim being asserted against shall (i) state that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it may incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and (a “Direct ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within 30 days from receipt of such Notice of Claim”), the Indemnitee shall send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty (30) days after its receipt of such second Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within such thirty (30)-day period45 days after its receipt of the Notice of Claim, the Indemnitor shall be deemed to have rejected such claim, in which case event the Indemnitee shall will be free to pursue such remedies as may be available to it under this Agreement. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee on and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the terms investigation, defense and subject resolution of such matters and providing legal and business assistance with respect to the provisions of this Agreementsuch matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim by an Indemnitee on account its discovery of a Loss any matter with respect to which indemnification may be sought pursuant to this Article VIII that does not involve a Third-Third Party Claim being asserted against Claim, such notice to contain the Indemnitee (a “Direct Claim”), information set forth in the Indemnitee shall send a Notice of Claim of a Direct Claim to following sentence. Failure or delay in notifying the Indemnitor reasonably promptly, but in any event will not later than five (5) Business Days after the Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligationsany Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor forfeits rights or defenses by reason of with respect to such failureclaim. Such The Notice of Claim by shall (i) state that the Indemnitee shall describe the Direct Claim has paid, incurred or accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detaildetail each individual item of Loss included in the amount so stated, shall include copies of all written evidence thereof the date such item was paid, incurred or accrued, the basis for any anticipated liability and shall indicate the estimated amount, if reasonably practicable, nature of the Loss misrepresentation, breach of warranty, breach of covenant, breach of agreement or other claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. In the event that has been the Indemnitor does not notify the Indemnitee that it accepts or may be sustained by the Indemnitee. The Indemnitor shall have thirty (30) disputes such claim within 30 days after its from receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall will be deemed to have rejected such claim, in which case event the Indemnitee shall will be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of it under this Agreement.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim by an Indemnitee on account its discovery of a Loss any matter that does not involve a Third-Third Party Claim being asserted against Claim, such notice to contain the Indemnitee (a “Direct Claim”), information set forth in the Indemnitee shall send a following sentence. The Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five shall (5i) Business Days after state that the Indemnitee becomes aware of has paid or accrued Losses or anticipates that it will incur liability for Losses for which such Direct Claim. The failure Indemnitee is entitled to give such prompt written notice shall notindemnification pursuant to this Agreement, however, relieve the Indemnitor of its indemnification obligations, except and only (ii) specify in reasonable detail to the extent then known by the Indemnitee each individual item of Loss included in the amount so stated, the date such item was paid or accrued, or the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant, breach of agreement or other claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. In the event that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by does not notify the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have it disputes such claim within thirty (30) days after its from receipt of such Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall will be deemed to have rejected such claim, in which case event the Indemnitee shall will be free to pursue such remedies as may be available to it under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee on and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the terms investigation, defense and subject resolution of such matters and providing legal and business assistance with respect to the provisions of this Agreementsuch matters.