Common use of Inter-Party Claims Clause in Contracts

Inter-Party Claims. In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6, the applicable Indemnified Party shall notify the other Party from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party actually shall have been prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claim. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to the terms of this Agreement, be resolved by arbitration in accordance with Section 7.17.

Inter-Party Claims. In order for a Purchaser Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6Article X, the applicable Indemnified Party shall will notify the other Party from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified claim (an “Inter-Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is basedClaim”); provided, however, that failure to give such notification shall will not affect the indemnification provided hereunder under this Agreement, except to the extent the Indemnifying Party actually shall will have been actually and materially prejudiced as a result of such failure failure, or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure. The Thereafter, the Indemnified Party and its Affiliates shall thereupon will give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimInter-Party Claim and the right, upon prior notice during normal business hours, to interview at a mutually convenient time any employee of the Indemnified Party related to the act, omission or occurrence giving rise to such Inter-Party Claim. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to will be resolved in accordance with the terms of this Agreement, be resolved by arbitration in accordance with Section 7.17.

Inter-Party Claims. (a) In order for a Purchaser Indemnified Party Parent Indemnitee or a Seller Indemnified Party (each, an “Indemnified Party”) Securityholder Indemnitee to be entitled to seek any indemnification pursuant to provided for under this Section 6Agreement (such party, the applicable Indemnified “Claiming Party”), such Claiming Party shall must notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Defending Party”) ), in writing promptly after the Claiming Party becomes aware of the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis of such claimand, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damagesif available, the amount of such Damages or reasonably anticipated DamagesLoss with respect to, and the specific representation, warranty or covenant on which such claim is based(each, a “Demand”); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Defending Party actually shall have been is materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified . (b) Upon receipt of a Demand by the Defending Party, such Defending Party shall have thirty (30) days (the “Indemnity Notice Period”), to review and its Affiliates shall thereupon give respond by written notice to such Demand (the Indemnifying Party reasonable access during normal business hours “Return Notice”) to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimClaiming Party. If the Indemnifying Return Notice does not contest the Demand, or if no Return Notice is delivered to the Claiming Party disputes its liability by the expiration of the Indemnity Notice Period, then, (i) with respect to any such claima Demand made by Parent, payment shall be made in the Indemnifying order and priority set forth in Section 7.2, and (ii) with respect to a Demand made by the Securityholder Indemnified Parties, payment shall be made in accordance with Section 7.3(b). (c) If the Return Notice given by the Defending Party disputes the claim or claims asserted in a Demand or the amount of Losses thereof (a “Disputed Claim”), then the Claiming Party and the Indemnified Defending Parties shall make a reasonable good faith effort to resolve their differences for a period of thirty (30) days following the receipt by the Claiming Party shall proceed of the Return Notice asserting a Disputed Claim. If the Claiming Party and the Defending Party are unable to negotiate a resolution resolve the Disputed Claims through negotiations prior to the expiration of such dispute and, if not resolved through negotiationsthirty (30) day period, such dispute Disputed Claims shall, subject to the terms of this Agreement, be resolved by arbitration litigation in accordance with Section 7.17an appropriate court of competent jurisdiction. The Claiming Party shall have the burden of proof in establishing the amount of Losses it has suffered.

Inter-Party Claims. In order for a Purchaser Indemnified Party or to validly assert a Seller Indemnified Claim for indemnification under this Article, such Party shall deliver written notice (each, an a “Indemnified PartyClaim Notice”) to be entitled to any indemnification pursuant to this Section 6, the applicable Indemnified Party shall notify the other Party from whom as soon as practicable but in any event no later than thirty (30) days after such Claim becomes known to the Company Indemnitee or BPA Indemnitee, as applicable (all such persons collectively, the “Indemnified Person”), specifying (to the extent known) the facts constituting the basis for, and the amount (to the extent known) of, such Claim. Failure to deliver a Claim Notice with respect to a Claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the right of the Indemnified Person to indemnification is sought in connection therewith except (i) to the extent the other Party (the “Indemnifying Party”) in writing promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis is actually and materially prejudiced as a result of such claimfailure, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, in which case the amount of indemnification to which the Indemnified Person is entitled shall be reduced by the amount, if any, by which the Indemnified Person’s Damages would or are reasonably expected to have been lower had such Damages or reasonably anticipated DamagesClaim Notice been timely delivered and, (ii) the Indemnified Person shall be solely responsible for any expenses incurred by the Indemnified Person during such period of delayed notice and for any increased costs (such as cost of substituting counsel) resulting from such delayed notice, and the specific representation, warranty or covenant on which such claim is based; provided, however, there shall be a rebuttable presumption that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party was actually shall have been and materially prejudiced as a result of such failure or if the indemnification obligations are materially increased as a result of such failurenotice is delayed more than six (6) months. The Indemnified Party and its Affiliates Person shall thereupon give deliver to the Indemnifying Party reasonable access during normal business hours to the booksParty, records and assets of promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to any Claim made by another Person against the Indemnified Person (a “Third Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimClaim”). If the Indemnifying Party does not notify the Indemnified Person in writing within thirty (30) days from its receipt of the Claim Notice that the Indemnifying Party disputes such Claim or reserves its liability with respect to any such claimrights (an “Indemnity Dispute Notice”), the Indemnifying Party shall be deemed to have agreed with and accepted such Claim. The Indemnified Person may in all events take all necessary and appropriate actions to defend a Third Party Claim until defense is undertaken by the Indemnified Indemnifying Party, and shall in no event concede liability except as part of a settlement that is approved by the Indemnifying Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject or otherwise permitted under this Section 15 or after giving seven days’ notice to the terms Indemnifying Party of this Agreement, be resolved by arbitration its intention to do so in accordance with Section 7.17circumstances where the Indemnifying Party does not undertake such defense prior to the expiry f such notice.

Inter-Party Claims. In order for a Purchaser Indemnified Party Parent Indemnitee or a Seller Indemnified Party (each, an “Indemnified Party”) Stockholder Indemnitee to be entitled to seek any indemnification pursuant to provided for under this Section 6Agreement (such party, the applicable Indemnified “Claiming Party”), such Claiming Party shall must notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Defending Party”) in writing promptly after the Claiming Party becomes aware of the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis of such claimand, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damagesif available, the amount of Loss with respect to, such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is basedclaim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Defending Party actually shall have been is materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claim. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party shall proceed to negotiate a resolution of such dispute for a period of thirty (30) days and, if not resolved through negotiationsnegotiations prior to the expiration of such thirty (30) day period, such dispute shall, subject to the terms of this Agreement, be resolved by arbitration litigation in accordance with Section 7.17an appropriate court of competent jurisdiction. The Claiming Party shall have the burden of proof in establishing the amount of Losses it has suffered.

Inter-Party Claims. In order for With respect to any indemnification sought pursuant to this Article 6 by a Purchaser Indemnified Party or a Seller Buyer Indemnified Party (each, an the “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6that does not involve a Third Party Claim (a “Direct Claim”), the applicable Indemnified Party shall notify provide written notice (an “Indemnity Notice”) to the other Party party from whom indemnity is requested (together with such indemnification is sought (party’s successors and assigns, the “Indemnifying Party”) in writing promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying ). The Indemnity Notice shall describe in reasonable detail (based on information then available to the Indemnified Party) the nature of the Direct Claim, a reasonable estimate of the amount of Losses attributable to such claim to the extent practicable and the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification shall not affect the request for indemnification provided hereunder except to the extent the Indemnifying Party actually shall have been prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimunder this Article 6. If the Indemnifying Party notifies the Indemnified Party within thirty (30) days from the Indemnifying Party’s receipt of the Indemnity Notice that the Indemnifying Party, in good faith, disputes its liability such Direct Claim (the “Dispute Notice”), such Direct Claim shall be resolved as provided in Section 7.8. If the Indemnifying Party does not timely deliver a Dispute Notice with respect to any such claiman Indemnity Notice, or delivers a Dispute Notice that does not object to all of the Losses set forth in the Indemnity Notice, the Indemnifying Party shall be deemed to have accepted and agreed with all or such unobjected-to portion of the Direct Claim and shall be conclusively deemed to have consented to the recovery by the Indemnified Party of all or such unobjected-to portion of the Losses specified in the Indemnity Notice, and the Indemnified Party (or any designee thereof) shall proceed be paid all or such unobjected-to negotiate a resolution portion of such dispute and, if not resolved through negotiations, such dispute shall, subject to the terms of this Agreement, be resolved by arbitration claim in accordance with Section 7.176.6.

Inter-Party Claims. In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) party to be entitled to seek any indemnification pursuant to provided for under this Section 6Agreement (such party, the applicable Indemnified “Claiming Party”), such Claiming Party shall must notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Defending Party”) in writing promptly after the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damagesprovided that, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification shall will not affect the indemnification provided hereunder except to the extent the Indemnifying Defending Party actually shall will have been actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Claiming Party and its Affiliates shall will thereupon give the Indemnifying Defending Party reasonable access during normal business hours to the books, records and assets of the Indemnified Claiming Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claim. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party shall will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shallwill, subject to the terms of this Agreement, be resolved by arbitration litigation in accordance with Section 7.17an appropriate court of competent jurisdiction. The Claiming Party will have the burden of proof in establishing the amount of Losses suffered by it.

Inter-Party Claims. In order for a Purchaser an Investor Indemnified Party or a Seller Company Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6Article IX, the applicable Indemnified Party shall notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party actually shall have been actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claim. If , and the Indemnifying Party disputes its liability with respect right, upon prior notice during normal business hours, to interview any such claim, the Indemnifying Party and employee of the Indemnified Party shall proceed to negotiate related thereto at a resolution of such dispute and, if not resolved through negotiations, such dispute shallmutually convenient time, subject to the terms prior execution of a commercially reasonable confidentiality agreement. For avoidance of doubt, any claim for indemnification by an Investor Indemnified Party with respect to a Third Party Claim made solely against the Company or any of its Subsidiaries shall be subject to this Agreement, be resolved by arbitration in accordance with Section 7.179.3 and not to Section 9.4.

Inter-Party Claims. In order for a Purchaser Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”"INDEMNIFIED PARTY") to be entitled to any indemnification pursuant to this Section 6Article IX, the applicable Indemnified Party shall notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing promptly after occurrence within ten (10) business days of the event giving rise to such Indemnified Party’s 's claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party actually shall have been actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimclaim and the right, upon prior notice during normal business hours, to interview any Representative of the Indemnified Party related thereto. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, dispute. If (i) such dispute shallinvolves only monetary Damages (as opposed to any form of injunctive or other equitable relief), subject and (ii) the parties are not able to negotiate a resolution of such dispute within fourteen (14) days of the service of notice as referenced above the following procedures shall be followed: (a) Within thirty (30) days following the service of such notice, each of the parties shall prepare and circulate to the other party (pursuant to Section 10.4 hereof) a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting such position. Each memorandum or statement shall be considered by the designated senior officers of each of Buyer and Seller who shall endeavor to resolve the dispute. If the designated senior officers of each of Buyer and Seller agree upon a resolution or disposition of the matter, they shall each sign a statement which sets out the terms of this Agreementtheir agreement. (b) If the designated senior officers of each of Buyer and Seller are unable to resolve such dispute within thirty (30) days of its referral to them under Section 9.3(a), Buyer and Seller shall mutually agree on one mediator not affiliated with either party to conduct non-binding mediation of the rights of the respective parties with respect to such dispute. The parties shall cooperate with one another in selecting a mediator and in scheduling mediation proceedings, shall act in good faith in such mediation, shall bear their own respective expenses in connection with such mediation (except that the parties shall share equally in the out-of-pocket cost of the mediation itself), and shall use good faith efforts to cause such mediation to be resolved completed within thirty (30) days after the date on which the dispute was submitted to mediation, provided that such mediation may be terminated by arbitration either party in accordance with Section 7.17its sole discretion at any time more than forty five (45) days after the date on which the dispute was submitted to mediation. (c) In the event that (A) the dispute is not a dispute described in clause (i) above or (B) resolution of the dispute is not agreed upon after completion of such mediation, either party may submit the dispute to a court of competent jurisdiction.

Inter-Party Claims. In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) party to be entitled to seek any indemnification pursuant to provided for under this Section 6Agreement (such party, the applicable Indemnified “Claiming Party”), such Claiming Party shall must notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Defending Party”) in writing promptly after occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, provided that failure to give such notification shall will not affect the indemnification provided hereunder except to the extent the Indemnifying Defending Party actually shall will have been prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Claiming Party and its Affiliates shall will thereupon give the Indemnifying Defending Party reasonable access during normal business hours to the books, records and assets of the Indemnified Claiming Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimclaim and the right, upon prior notice during normal business hours, to interview any employee of the Claiming Party related thereto at a mutually convenient time. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party shall will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shallwill, subject to the terms of this Agreement, be resolved by arbitration litigation in accordance with Section 7.17an appropriate court of competent jurisdiction. The Claiming Party will have the burden of proof in establishing the amount of Losses suffered by it.

Inter-Party Claims. In Subject to Section 12.11, in order for a Purchaser Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 612 (an “Inter-party-Claim”), the applicable Indemnified Party shall shall, within 20 days after receiving actual notice of the facts or circumstances forming the basis of such claim notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Party”) and the Escrow Agent in writing promptly after occurrence of (the event giving rise to such Indemnified Party’s claim for indemnification, “Inter-party Indemnity Notice”) specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification Indemnity Notice when due shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party actually shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any fees and expenses incurred during the period in which the Indemnified Party failed to give such notice in accordance with this Section 12.4), and provided further that the Indemnifying Party shall not be required to indemnify the Indemnified Party for any claim for which actual Indemnity Notice of the facts or circumstances forming the indemnification obligations are materially increased as a result basis of such failureclaim is received subsequent to the expiration of the survival period of the underlying representation or warranty the breach of which is or may be the basis of such claim (the “Survival Period”). The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claim. If claim and the Indemnifying Party disputes its liability with respect right, upon prior notice during normal business hours, to interview any such claim, the Indemnifying Party and Representative of the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to the terms of this Agreement, be resolved by arbitration in accordance with Section 7.17and its Affiliates related thereto.

Inter-Party Claims. In order for a Purchaser Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6Article IX, the applicable Indemnified Party shall notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after occurrence within ten (10) business days of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party actually shall have been actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimclaim and the right, upon prior notice during normal business hours, to interview any Representative of the Indemnified Party related thereto. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, dispute. If (i) such dispute shallinvolves only monetary Damages (as opposed to any form of injunctive or other equitable relief), subject and (ii) the parties are not able to negotiate a resolution of such dispute within fourteen (14) days of the service of notice as referenced above the following procedures shall be followed: (a) Within thirty (30) days following the service of such notice, each of the parties shall prepare and circulate to the other party (pursuant to Section 10.4 hereof) a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting such position. Each memorandum or statement shall be considered by the designated senior officers of each of Buyer and Seller who shall endeavor to resolve the dispute. If the designated senior officers of each of Buyer and Seller agree upon a resolution or disposition of the matter, they shall each sign a statement which sets out the terms of this Agreementtheir agreement. (b) If the designated senior officers of each of Buyer and Seller are unable to resolve such dispute within thirty (30) days of its referral to them under Section 9.3(a), Buyer and Seller shall mutually agree on one mediator not affiliated with either party to conduct non-binding mediation of the rights of the respective parties with respect to such dispute. The parties shall cooperate with one another in selecting a mediator and in scheduling mediation proceedings, shall act in good faith in such mediation, shall bear their own respective expenses in connection with such mediation (except that the parties shall share equally in the out-of-pocket cost of the mediation itself), and shall use good faith efforts to cause such mediation to be resolved completed within thirty (30) days after the date on which the dispute was submitted to mediation, provided that such mediation may be terminated by arbitration either party in accordance with Section 7.17its sole discretion at any time more than forty five (45) days after the date on which the dispute was submitted to mediation. (c) In the event that (A) the dispute is not a dispute described in clause (i) above or (B) resolution of the dispute is not agreed upon after completion of such mediation, either party may submit the dispute to a court of competent jurisdiction.

Inter-Party Claims. In order for a Purchaser Indemnified Party Indemnitee or a Seller Indemnified Party Indemnitee (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6Article 10, the applicable Indemnified Party shall notify provide the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) in writing a Notice of Claim promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification Notice of Claim shall not affect the indemnification provided hereunder hereunder, except to the extent (and only to the extent) the Indemnifying Party actually shall have been actually and materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates Subsidiaries shall thereupon give (and shall cause their representatives to) provide the Indemnifying Party Party, upon request, reasonable access during normal business hours and upon reasonable advance notice to the books, records and assets of the Indemnified Party and its Affiliates which Subsidiaries that evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon reasonable advance notice during normal business hours, to interview any executive officer or senior employee of the Indemnified Party with knowledge of the factual circumstances underlying such claim at a mutually convenient time if reasonably necessary for the Indemnifying Party to evaluate such claim. If the Indemnifying Party disputes its liability with respect to any such claim, then the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to the terms of this Agreement, shall be resolved by arbitration in accordance with Section 7.17Article 12.

Inter-Party Claims. In order for a Purchaser Buyer Indemnified Party or a Seller Parent Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6Article IX, the applicable Indemnified Party shall notify the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued incurred or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty warranty, agreement or covenant on which such claim is based; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder hereunder, except to the extent the Indemnifying Party actually shall have been actually prejudiced as a result of such failure or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimclaim and the right, upon prior notice during normal business hours, to interview any employee of the Indemnified Party or any of its Affiliates related thereto at a mutually convenient time. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to the terms of this Agreement, be resolved by arbitration litigation in accordance with Section 7.17an appropriate court of competent jurisdiction.

Inter-Party Claims. In order for a Purchaser Indemnified Party Indemnitee or a Seller Indemnified Party Indemnitee (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6Article X, the applicable Indemnified Party shall notify provide the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) in writing a Notice of Claim promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder hereunder, except to the extent (and only to the extent) the Indemnifying Party actually shall have been actually and materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give provide the Indemnifying Party upon request reasonable access during normal business hours and upon reasonable notice to the books, records and assets of the Indemnified Party and its Affiliates which that evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any executive officer of the Indemnified Party with knowledge of the factual circumstances underlying such claim at a mutually convenient time if reasonably necessary for the Indemnifying Party to evaluate such claim. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to the terms of this Agreement, shall be resolved by arbitration in accordance with Section 7.17Article 12.

Inter-Party Claims. In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) party to be entitled to seek any indemnification pursuant to provided for under this Section 6Agreement (such party, the applicable Indemnified “Claiming Party”), such Claiming Party shall must notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Defending Party”) in writing promptly after discovery of the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, provided that failure to give such notification shall will not affect the indemnification provided hereunder except to the extent the Indemnifying Defending Party actually shall will have been actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Defending Party and shall have fifteen (15) Business Days after its Affiliates shall receipt of such notice to respond in writing to such claim. The Claiming Party will thereupon give the Indemnifying Defending Party reasonable access during normal business hours to the books, records and assets of the Indemnified Claiming Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimclaim and the right, upon prior notice during normal business hours, to interview any employee of the Claiming Party related thereto at a mutually convenient time. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party shall will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shallwill, subject to the terms of this Agreement, be resolved by arbitration litigation in accordance with Section 7.17.an appropriate court of competent jurisdiction. The Claiming Party will have the burden of proof in establishing the amount of Losses suffered by it. If the Defending Party does not so respond in writing within such fifteen (15) Business Day period, the Defending Party shall be deemed to have rejected such claim, in which case the Claiming Party shall be free to pursue such remedies as may be available to the Claiming Party on the terms and subject to the provisions of this Agreement

Inter-Party Claims. In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) party to be entitled to seek any indemnification pursuant to provided for under this Section 6Agreement (such party, the applicable Indemnified “Claiming Party”), such Claiming Party shall must notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Defending Party”) in writing promptly after occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, provided that failure to give such notification shall will not affect the indemnification provided hereunder except to the extent the Indemnifying Defending Party actually shall will have been actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Claiming Party and its Affiliates shall will thereupon give the Indemnifying Defending Party reasonable access during normal business hours to the books, records and assets of the Indemnified Claiming Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimclaim and the right, upon prior notice during normal business hours, to interview any employee of the Claiming Party related thereto at a mutually convenient time. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Party indemnifying party and the Indemnified Claiming Party shall will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shallwill, subject to the terms of this Agreement, be resolved by arbitration litigation in accordance with Section 7.17an appropriate court of competent jurisdiction. The Claiming Party will have the burden of proof in establishing the amount of Losses suffered by it.

Inter-Party Claims. In order for a Purchaser Indemnified Party Parent Indemnitee or a Seller Indemnified Party Securityholder Indemnitee (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6Article 8 from another party to this Agreement, the applicable Indemnified Party shall notify the other Party party or parties from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after the Indemnified Party becomes aware of the occurrence of the an event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party actually shall have been materially and actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records records, personnel and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claim. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate in good faith a resolution of such dispute and, if not resolved through negotiationsnegotiations within 30 days, such dispute shall, subject to the terms of this Agreement, be resolved by arbitration litigation in accordance with Section 7.17an appropriate court of competent jurisdiction.

Inter-Party Claims. In order for a Purchaser Indemnified Party Parent Indemnitee or a Seller Indemnified Party Lime Indemnitee (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6Article VIII, the applicable Indemnified Party shall notify the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) (or in the case the Indemnifying Party is a Participating Securityholder, the Lime Representative) in writing reasonably promptly after the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the claim and estimated amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is basedLosses (an “Inter-Party Claim”); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder under this Agreement, except to the extent the Indemnifying Party actually shall have been actually prejudiced as a result of such failure failure, or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure. The Thereafter, the Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimInter-Party Claim and the right, upon prior notice during normal business hours, to interview at a mutually convenient time any employee or Representative of the Indemnified Party and its Affiliates related to the act, omission or occurrence giving rise to such Inter-Party Claim (provided that such right of access shall be subject to the Confidentiality Proviso). If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to shall be resolved in accordance with the terms of this Agreement, be resolved by arbitration in accordance with Section 7.17.

Inter-Party Claims. In order for a Purchaser Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6Article 7, the applicable Indemnified Party shall will notify the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified claim (an “Inter-Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is basedClaim”); provided, however, that failure to give such notification shall will not affect the indemnification provided hereunder under this Agreement, except to the extent the Indemnifying Party actually shall will have been actually and materially prejudiced as a result of such failure failure, or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure. The Thereafter, the Indemnified Party and its Affiliates shall thereupon will give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claimInter-Party Claim and the right, upon prior notice during normal business hours, to interview at a mutually convenient time any employee of the Indemnified Party related to the act, omission or occurrence giving rise to such Inter-Party Claim. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to will be resolved in accordance with the terms of this Agreement, be resolved by arbitration in accordance with Section 7.17.