Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall prompt written notice of such claim (i) describe the claim describing in reasonable detaildetail the specific matter that constitutes the basis for such claim, the facts known to the Indemnified Party constituting or giving rise to such claim, and stating that Losses exist and the amount or good faith estimate of the Losses from such claim, (ii) specifying in reasonable detail the individual items of such Losses included in the amount so stated, and (iiiii) indicate providing such documents and other information with respect to such claim and Losses as are in the amount (estimated, if necessary, and possession of or reasonably available to the extent feasible) of Indemnified Party so that the Losses that have been or Indemnifying Party may be suffered by the Indemnified Party. (b) assess such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 ten (10) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice such ten (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute10) day period. In the event that If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within ten (10) days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full (subject to any applicable limitations specified herein, including those in Section 6.5) and to have waived any right to dispute the Non-Third such claim, and shall promptly pay such claim in full (subject to any applicable limitations specified herein, including those in Section 6.5). Except as otherwise provided in this Agreement, any failure by an Indemnified Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim give notice as required pursuant to this Section 7.4.16.3(b) shall not affect the indemnification provided hereunder, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject except and to the provisions of Section 7.6.1, extent that the Indemnifying Party shall pay the amount have actually been materially prejudiced as a result of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Partyfailure.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")third party claim, the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) written notice of the Losses that have been or may be suffered by the Indemnified Party. (b) such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 twenty (20) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Nonsuch 20-Third Party Claim Notice (the "Non-Third Party Dispute Period")day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event that Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within twenty (20) days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.18.3, or once (b) any dispute under this Section 7.4.1 8.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 8.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal of competent jurisdiction(including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 twenty (20) days of the date of acknowledgement by the Indemnifying Party or resolutionfinal resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")third party claim, the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) written notice of the Losses that have been or may be suffered by the Indemnified Party. (b) such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 20 days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Nonsuch 20-Third Party Claim Notice (the "Non-Third Party Dispute Period")day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event that Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within 20 days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.19.3, or once (b) any dispute under this Section 7.4.1 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal of competent jurisdictionhaving jurisdiction over such dispute, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 20 days of the date of acknowledgement by the Indemnifying Party or resolutionfinal resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. Within thirty (a30) In days after receipt of an Indemnity Claim Notice, the event that any Person entitled Indemnifying Party shall furnish to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give a written notice to response (a “Response Notice”) in which the Indemnifying Party (the "shall with respect to a Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses agree that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt all of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") is owed to the Indemnified Party within 30 days of receipt (the “Agreed Amount Notice”), (ii) agree that part, but not all, of the Non-Third Party Claim Notice is owed to the Indemnified Party (the "Non-Third Party Dispute Period"“Partial Agreed Amount Notice”), setting forth a reasonable basis or (iii) contest that any of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement Claim is owed to the Indemnified Party (the “Contest Notice”). If no Response Notice is delivered by the Indemnifying Party by 5:00 p.m. Eastern time on the last day of Liability or Nonsuch thirty (30) day period (such 30-Third day period commencing upon receipt by the Indemnifying Party Dispute Notice within the Non-Third Party Dispute Periodof an Indemnity Claim Notice), the Indemnifying Party shall be deemed to have acknowledged and agreed to pay that all of the amount of the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim must be paid to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner case, the Claim shall be treated as is designated in writing by the Indemnified Partyif an Agreed Amount Notice was furnished.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnified Party should have a claim under this Article XI against the Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party may deliver written notification of a claim for indemnification under this Section 11.5(d) (the “Indemnity Notice”). Any failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party’s ability to defend is materially prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the Non-Third Party Claimclaim described in such Indemnity Notice, the Loss identified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")under Section 11.2 or Section 11.3, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Periodas applicable, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim Loss, subject to the limitations set forth in this Article XI, to the Indemnified Party within 10 days of on demand. If the date of acknowledgement or resolution, as Indemnifying Party has timely disputed the case may be, Indemnifying Party’s liability with respect to such account claim, the Indemnifying Party and in such manner as is designated in writing by the Indemnified PartyParty will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within 30 days following receipt by an Indemnified Party of a Dispute Notice, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")third party claim, the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) written notice of the Losses that have been or may be suffered by the Indemnified Party. (b) such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 twenty (20) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Nonsuch 20-Third Party Claim Notice (the "Non-Third Party Dispute Period")day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event that Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within twenty (20) days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.110.3, or once (b) any dispute under this Section 7.4.1 10.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 10.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal of competent jurisdiction(including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 twenty (20) days of the date of acknowledgement by the Indemnifying Party or resolutionfinal resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) 13.2.1.1.1 In the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "the “Non-Third Party Claim"”), against which a Person is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice to the Indemnifying Party (the "“Non-Third Party Claim Notice")”) , which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) 13.2.1.1.2 The Indemnifying Party may acknowledge and agree by written notice (the "“Non-Third Party Acknowledgement Acknowledgment of Liability"”) to the Indemnified Party to satisfy the Non-Third Party Claim within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "“Non-Third Party Dispute Notice"”) to the Indemnified Party within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice (the "“Non-Third Party Dispute Period")”) , setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement Acknowledgment of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1Section, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 ten (10) days of the date of acknowledgement acknowledgment or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")third party claim, the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) written notice of the Losses that have been or may be suffered by the Indemnified Party. (b) such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 twenty (20) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Nonsuch 20-Third Party Claim Notice (the "Non-Third Party Dispute Period")day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event that Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within twenty (20) days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.19.3, or once (b) any dispute under this Section 7.4.1 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal of competent jurisdiction(including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 twenty (20) days of the date of acknowledgement by the Indemnifying Party or resolutionfinal resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor favour of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In Parent will send a Notice of Claim to the event Stockholder Representative promptly following discovery by any Parent Indemnitee of any matter that any Person entitled gives rise to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which of indemnity pursuant hereto and that does not involve a Third Party Claim (as defined in being asserted against it. Concurrently therewith Parent shall send a duplicate copy of such Notice of Claim to the Escrow Agent. Subject to Section 7.4.2) (a "Non-Third Party Claim"9.4(a), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), failure or delay in notifying the Indemnified Party shall give written notice Stockholder Representative will not relieve the Company Securityholders of any liability they may have to the Indemnifying Party (the "Non-Third Party Claim Notice")Parent Indemnitee, which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, except and (ii) indicate the amount (estimated, if necessary, and only to the extent feasible) that such failure or delay causes harm to the Company Securityholders with respect to such claim. The Stockholder Representative will reasonably cooperate and assist the Parent Indemnitee in determining the validity of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Noticeclaim for indemnity. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party Nothing in this Agreement shall be deemed to have acknowledged prevent a Parent Indemnitee from making a claim hereunder for potential or contingent claims or demands that may be made by a third party; provided, that the Notice of Claim sets forth the specific basis for any such contingent claim to the extent then feasible and agreed the Parent Indemnitee has reasonable grounds to pay believe that it is more likely than not that such a claim will be made by a third party and Parent has established a reserve for such a claim on its financial statements in accordance with GAAP; provided, further that with respect to any such claim made either after the Non-Third Party Claim date that is eighteen (18) months following the Closing Date [***], Parent may cause a portion of [***] equal or up to the Claimed Amount with respect thereto to be placed in full a separate escrow account, established and paid for by Parent with the Escrow Agent, which shall remain available to have waived any right to dispute indemnify Parent for such Losses until the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party resolution of such Indemnification Claim pursuant to this the procedures set forth herein; provided, further that, for the avoidance of doubt, no Parent Indemnitee will be entitled to receive an indemnification payment (or exercise a right of setoff) pursuant to Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject 9.4 with respect to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and Losses for matters specified in such manner as is designated in writing by the Indemnified Partya Notice of Claim unless and until it actually incurs such Losses.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified PartyINDEMNIFIED PARTY") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"8.4.2), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that the Indemnifying Party disputes the Non-Third Party Claimsuch claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")written notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within 30 days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.18.4.1, or once any dispute under this Section 7.4.1 8.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.18.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (aA) In the event that any Person person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.221(c)(ii)) (a "“Non-Third Party Claim"”), against which a Person person is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice to the Indemnifying Party (the "“Non-Third Party Claim Notice"”), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (bB) The Indemnifying Party may acknowledge and agree by written notice (the "“Non-Third Party Acknowledgement of Liability"”) to the Indemnified Party to satisfy the Non-Third Party Claim within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "“Non-Third Party Dispute Notice"”) to the Indemnified Party within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice (the "“Non-Third Party Dispute Period"”), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.121(c)(i), or once any dispute under this Section 7.4.1 21(c)(i) has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 ten (10) business days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts Party should have a claim for indemnification against any Indemnifying Party hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice transmit to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by a written notice (the "Non-Third “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim, and the basis of the Indemnified Party’s request for indemnification under this Agreement, and such further information as may be reasonably requested by the Indemnifying Party. If the Indemnifying Party Acknowledgement of Liability") to does not notify the Indemnified Party within ten (10) days from the Indemnifying Party’s receipt of the Indemnity Notice that the Indemnifying Party either disputes such claim and the reasons therefor, or reasonably needs further information, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party hereunder. If the Indemnifying Party requests further information and then does not dispute such claim and set forth the reasons therefor within ten (10) days after receipt of such information, then the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party hereunder. The Indemnifying Party and the Indemnified Party shall negotiate in good faith to satisfy the Non-Third Party Claim resolve any such claim for indemnification within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Indemnity Notice (the "Non-Third Party Dispute “Negotiation Period"”), setting forth a reasonable basis of . If such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice claim is not settled within the Non-Third Party Dispute Negotiation Period, the Indemnifying Party dispute shall then be deemed to have acknowledged and agreed to pay resolved through binding arbitration in accordance with the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the applicable provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.Article X.

Non-Third Party Claims. (ai) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts Party has a claim for indemnification which hereunder that does not involve a Third claim being asserted against or sought to be collected by a third party, the Indemnified Party shall with reasonable promptness send a Claim Notice with respect to such claim to the Member Representative and the Escrow Agent. If the Member Representative does not notify the Indemnified Party within 30 days from the date of receipt of such Claim Notice that the Member Representative disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Members hereunder. (as defined ii) In case the Member Representative shall object in writing to any claim made in accordance with this Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"7.4(b), the Indemnified Party shall give have fifteen (15) days to respond in a written notice statement to the Indemnifying Party objection of the Member Representative. If after the expiration of such fifteen (15) day period, there remains a dispute as to any claim, the "Non-Third Party Claim Notice"parties shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. (iii) If no such agreement can be reached after good faith negotiation, either party may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Member Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. However, if either Parent or the Member Representative fails to designate an arbitrator within 15 days after the filing of a demand for arbitration (or similar document), which Non-Third Party the arbitration shall proceed with the one arbitrator timely designed. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Claim Notice shall (i) describe be binding and conclusive upon the claim in reasonable detailparties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions that shall set forth the award, and (ii) indicate the amount (estimatedjudgment, if necessary, and to the extent feasible) of the Losses that have been decree or may be suffered order awarded by the Indemnified Partyarbitrators. (biv) The Indemnifying Party Judgment upon any award rendered by the arbitrators may acknowledge and agree by written notice (be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County, California under the "Non-Third Party Acknowledgement rules then in effect of Liability") to the American Arbitration Association. For purposes of this Section 7.4(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Claim Notice is at issue, the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged be the non-prevailing party in the event that the arbitrators award such Indemnified Party less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Company and agreed the Members shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the Non-Third Party Claim in full fees of each arbitrator, the administrative costs of the arbitration, and to have waived any right to dispute the Non-Third Party Claim. Once expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject party to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Partyarbitration.

Non-Third Party Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VII which is not subject to Section 7.3(a) shall deliver to the Indemnifying Party a written notice (aa “Claim Notice”) In which contains (i) a description and the event amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that any Person the Indemnified Party is entitled to indemnification under this Agreement (an "Indemnified Party") asserts Article VII and a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), reasonable explanation of the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detailbasis therefor, and (iiiii) indicate a demand for payment in the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within such Damages. Within 30 days after delivery of receipt of the Non-Third Party a Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") deliver to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall fail be accompanied by a payment by the Indemnifying Party to deliver the Non-Third Indemnified Party Acknowledgement of Liability the Claimed Amount, by check or Non-Third by wire transfer), (II) agree that the Indemnified Party Dispute Notice within is entitled to receive part, but not all, of the Non-Third Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party Dispute Periodto the Indemnified Party of the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall be deemed use good faith efforts to have acknowledged and agreed to pay resolve such dispute. If such dispute is not resolved within 60 days following the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once delivery by the Indemnifying Party has acknowledged of such response, the Indemnifying Party and agreed the Indemnified Party shall each have the right to pay any Non-Third Party Claim pursuant submit such dispute to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to jurisdiction in accordance with the provisions of Section 7.6.110.4. Buyer shall, at Buyer’s election, be entitled to offset any claims for Damages hereunder, pro tanto, against the Indemnifying Party shall pay remaining Contingent Cash Payments and the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Partyremaining Contingent Stock Payments.

Non-Third Party Claims. (a) In the event that an Indemnified Party asserts the existence of any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Indemnifiable Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to Indemnitor of the Indemnifying Party nature and amount of the Indemnifiable Claim asserted within a reasonable time after becoming aware of such Indemnifiable Claim (the "Nonbut in any event no later than twenty-Third Party Claim Notice"five days thereafter), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (to Indemnitor as soon as practicable thereafter all information and documentation necessary to support and verify the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")existence of, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability any Buyer Losses or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolutionSeller Losses, as the case may be, that Indemnified Party shall have determined have given rise to, or could reasonably be expected to such account and in such manner as is designated in writing by the give rise to, an Indemnifiable Claim. If Indemnitor, within a period of twenty-five days after receipt of Indemnified Party's notice, shall not give written notice to Indemnified Party announcing its intent to contest such assertion of Indemnified Party (such notice by Indemnitor being hereinafter called the "contest notice"), such assertion of Indemnified Party shall be deemed accepted and the amount of the Indemnifiable Claim shall be deemed established. In the event, however, that a contest notice is given to Indemnified Party within said twenty-five day period, then at any time thereafter a party may commence a legal proceeding in accordance with this Article to resolve the contested assertion of an Indemnifiable Claim.

Non-Third Party Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VII which is not subject to Section 7.3(a) shall deliver to the Indemnifying Party a written notice (aa "Claim Notice") In which contains (i) a description and the event amount (the "Claimed Amount") of any Damages incurred by the Indemnified Party, (ii) a statement that any Person the Indemnified Party is entitled to indemnification under this Agreement (an "Indemnified Party") asserts Article VII and a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), reasonable explanation of the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detailbasis therefor, and (iiiii) indicate a demand for payment in the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within such Damages. Within 30 days after delivery of receipt of the Non-Third Party a Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") deliver to the Indemnified Party within 30 days of receipt a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Non-Third Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party Claim Notice to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Non-Third Party Dispute PeriodAgreed Amount"), setting forth ) (in which case such response shall be accompanied by a reasonable basis of such dispute. In the event that payment by the Indemnifying Party shall fail to deliver the Non-Third Indemnified Party Acknowledgement of Liability the Agreed Amount), or Non-Third (III) contest that the Indemnified Party Dispute Notice within is entitled to receive any of the Non-Third Claimed Amount. If the Indemnifying Party Dispute Periodin such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall be deemed use good faith efforts to have acknowledged and agreed to pay resolve such dispute. If such dispute is not resolved within 60 days following the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once delivery by the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1such response, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to and the Indemnified Party within 10 days shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the date provisions of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.Section

Non-Third Party Claims. (a) In the event that If any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.28.4.2) (a "“Non-Third Party Claim"”), against which a Person is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice to the Indemnifying Party (the "“Non-Third Party Claim Notice"”), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "“Non-Third Party Acknowledgement of Liability"”) to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that If the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "“Non-Third Party Dispute Notice"”) to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "“Non-Third Party Dispute Period"”), setting forth a reasonable basis of such dispute. In the event that If the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.18.4.1, or once any dispute under this Section 7.4.1 8.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.18.6, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a A claim for indemnification which does for any matter not involve involving a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give third party claim may be asserted by written notice to the party from whom indemnification is sought stating the reasons for the claim in reasonable detail and the amount of the claim reasonably estimated to the extent known in good faith. (b) An Indemnifying Party may dispute (as to liability or amount) any such claim by delivering to the "Non-Third Indemnified Party Claim within thirty (30) days after receipt of notice of the claim a notice (“Objection Notice"), which Non-Third Party Claim Notice shall ”) that (i) describe the claim Indemnifying Party objects to the claim, (ii) the reasons for such objection, set forth in reasonable detail, and (iiiii) indicate the portion of the claim for which there is an objection and the amount, if any, for which there is no dispute. If an Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) days following receipt by the Indemnified Party of the Objection Notice, such dispute shall be resolved by litigation in a court of competent jurisdiction as provided herein. (c) If no Objection Notice is delivered within such thirty-day period, the amount (estimated, if necessary, of the claim shall be deemed established and the amount thereof shall be due to the extent feasible) Indemnified Party. If the Objection Notice does not dispute the entire amount of the Losses that have been or may claim, the undisputed amount shall be suffered by due to the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts If a claim for indemnification which Losses (a “Claim”) is to be made by any Indemnified Party that does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim")third party, against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the such Indemnified Party shall give written notice (a “Claim Notice”) to Sellers (and, prior to the Indemnifying twelve (12) month anniversary of the Closing Date, the Escrow Agent) if the Claim Notice is being given by a Buyer Indemnified Party (and to Buyer if the "Non-Third Claim Notice is being given by a Seller Indemnified Party, in each case, promptly after such Indemnified Party Claim Notice")becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Section 7.2, which Non-Third Party Claim Notice shall (i) describe the claim specify in reasonable detail, to the extent reasonably known and practicable at such time, the amount of the Claim and the individual item of Loss included in the amount so stated, the date (if any) such item was suffered, sustained or incurred and the basis for indemnification. The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Party is actually prejudiced by such delay or failure. If the applicable Indemnifying Party (i) notifies the Indemnified Party that they do not dispute the claim described in such Claim Notice or (ii) indicate fails to respond within thirty (30) days following receipt of such Claim Notice, the amount (estimated, if necessary, and to Losses identified in the extent feasible) Claim Notice will be conclusively deemed a liability of the Losses that have been or may be suffered by the Indemnified Party. Indemnifying Party under Section 7.2(a), (b) The or (c), as applicable. If the applicable Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to notifies the Indemnified Party that it disputes its liability with respect to satisfy such Claim or the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the estimated amount of such Non-Third Party Losses within thirty (30) days following receipt of such Claim Notice, the parties shall attempt in good faith to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to resolve such account and in such manner as is designated in writing by the Indemnified Partydispute.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts If a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) Losses (a "Non-Third “Claim”) is to be made by any Indemnified Party Claim")pursuant to Section 8.1, against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the such Indemnified Party shall give written notice (a “Claim Notice”) to the Indemnifying Stakeholders’ Representative if the Claim Notice is being given by a Parent Indemnified Party (and to Parent if the "Non-Third Claim Notice is being given by an Equityholder Indemnified Party, in each case, reasonably promptly after such Indemnified Party Claim Notice")becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Section 8.1, which Non-Third Party Claim Notice shall (i) describe the claim specify in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) known at such time, the amount of the Losses that have been Claim, the date (if any) such item was incurred or may be suffered by and the basis for indemnification under this Article VIII. The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party. (b) The ’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Party may acknowledge Parties are actually and agree materially prejudiced by written notice (such delay or failure. If the "Non-Third Party Acknowledgement of Liability") to applicable Indemnifying Parties notify the Indemnified Party in writing that they do not dispute the claim described in such Claim Notice or fail to satisfy notify the Non-Third Indemnified Party Claim in writing within 30 thirty (30) days of following receipt of the Non-Third Party Claim Notice that they dispute the Claim described in such Claim Notice. In , the event that Losses identified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party disputes under Sections 8.1(a) or (b), as applicable, and, in the Non-Third Party Claimcase of a Claim Notice delivered by the Parent Indemnified Parties, the Indemnifying Party Parent shall provide written notice be entitled to instruct the Escrow Agent to release to the Parent Indemnified Parties the amount of such dispute (the "Non-Third Party Dispute Notice") Losses pursuant to the Indemnified Party within 30 days of receipt terms of the Non-Third Party Escrow Agreement. If the applicable Indemnifying Parties have timely disputed their liability with respect to such Claim Notice (or the "Non-Third Party Dispute Period"), setting forth a reasonable basis estimated amount of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim Losses pursuant to this Section 7.4.18.3, or once any the parties shall attempt in good faith to resolve such dispute; provided that if such dispute under this Section 7.4.1 has not been finally resolved in favor within fifteen (15) days after receipt by the applicable Indemnified Party of indemnification by a court or other tribunal notice of competent jurisdictionsuch dispute, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim to and the Indemnified Party within 10 days may seek legal redress in accordance with Article IX. Notwithstanding anything to the contrary contained herein, this Section 8.3(a) shall not apply with regard to the Specified Litigation Matters or reimbursement of the date of acknowledgement an amount paid with respect to Section 8.1(a)(iv) or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party8.1(a)(v).

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Third-Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")claim, the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) written notice of the Losses that have been or may be suffered by the Indemnified Party. (b) such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 thirty (30) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Nonsuch 30-Third Party Claim Notice (the "Non-Third Party Dispute Period")day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event that Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within thirty (30) days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.19.3, or once (b) any dispute under this Section 7.4.1 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification pursuant to Article IX hereof, then if the Indemnified Party is the Buyer, the Buyer may set-off against payments due to Seller or Shareholder pursuant to this Agreement or the Employment Agreement or Consulting Agreement or if the Indemnified Party is the Seller or if the amount of the claim cannot be fully satisfied by a court set-off against payments due pursuant to this Agreement or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1Employment Agreement or the Consulting Agreement, the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 twenty (20) days of the date of acknowledgement by the Indemnifying Party or resolutionfinal resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts Party should have a claim for indemnification which under Section 8.1 or Section 8.2 against any Indemnifying Party that does not involve a Third Party Claim (as defined in Section 7.4.2) (a "NonThird-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party (to give the "Non-Third Party Claim Notice"), which Non-Third Party Claim Indemnity Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and not impair such Indemnified Party’s rights hereunder except to the extent feasible) of that the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree is actually materially prejudiced by written notice (such failure or delay. If the "Non-Third Indemnifying Party Acknowledgement of Liability") to notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to satisfy notify the Non-Third Indemnified Party Claim within 30 days of the thirty (30) day period following receipt of the Non-Third Party Claim Notice. In the event that an Indemnity Notice as to whether the Indemnifying Party disputes the Non-Third Party Claimclaim described in such Indemnity Notice, the Indemnifying Party shall provide written notice of such dispute (Loss identified in the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Indemnity Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability will be conclusively deemed an indemnifiable Loss under Section 8.1 or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged Section 8.2 and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim Loss to the Indemnified Party within 10 days of on demand. If the date of acknowledgement or resolution, as the case may be, Indemnifying Party has timely disputed its liability with respect to such account claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such manner as is designated in writing dispute and, if not resolved through negotiations within the thirty (30) day period following receipt by the Indemnified PartyParty of notice that the Indemnifying Party disputes its liability with respect to such Loss, such dispute shall be finally settled by binding arbitration pursuant to Section 9.8.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")third party claim, the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) written notice of the Losses that have been or may be suffered by the Indemnified Party. (b) such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 thirty (30) days of after receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice such thirty (the "Non-Third Party Dispute Period")30)-day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event that Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within thirty (30) days after the date such notice of dispute is received. If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within thirty (30) days after receipt of Liability notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once (i) the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.19.3, or once (ii) any dispute under this Section 7.4.1 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (iii) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within twenty (20) days after the date of competent jurisdiction, subject to the provisions of Section 7.6.1, acknowledgement by the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")third party claim, the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) written notice of the Losses that have been or may be suffered by the Indemnified Party. (b) such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 twenty (20) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice such twenty (the "Non-Third Party Dispute Period")20) day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event that Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within twenty (20) days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.18.3, or once (b) any dispute under this Section 7.4.1 8.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 8.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal of competent jurisdiction(including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 twenty (20) days of the date of acknowledgement by the Indemnifying Party or resolutionfinal resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.28.4.2) (a "“Non-Third Party Claim"”), against which a Person is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice to the Indemnifying Party (the "“Non-Third Party Claim Notice"”), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "“Non-Third Party Acknowledgement of Liability"”) to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "“Non-Third Party Dispute Notice"”) to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "“Non-Third Party Dispute Period"”), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.18.4.1, or once any dispute under this Section 7.4.1 8.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.18.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts If a claim for indemnification which does not involve Losses (a Third Party “Claim ”) is to be made by an Indemnified Party, other than in connection with a Tax Claim (as defined in which shall be governed by Section 7.4.2) (a "Non-Third Party Claim"2.3(e)), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the such Indemnified Party shall give written notice (including a reasonably detailed description of the Claim) to the party from whom such indemnification is sought (the “Indemnifying Party ”) before the applicable survival period for such Claim expires (if ever) in accordance with Section 7.1 and as promptly as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII; provided, however, that the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent the Indemnifying Party is actually prejudiced by such failure. Within 30 days after delivery of a notice pursuant to this Section 7.3(a) (the "Non-Third Party Claim Notice"“ Response Period ”), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") deliver to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of written response to such disputenotice. In the event that If the Indemnifying Party shall fail fails to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice so respond within the Non-Third Party Dispute Periodsuch period, then the Indemnifying Party shall be deemed to have acknowledged irrevocably accepted the notice and agreed to pay the Non-Third Party Claim Losses at issue therein, subject to the limitations set forth in full this Article VII, and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged shall satisfy such obligation promptly, and agreed to pay in any Non-Third Party Claim event within ten (10) days after the expiration of the Response Period. If, within 30 days after delivery of the notice pursuant to this Section 7.4.17.3(a), or once the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement to indemnification for the Losses described in such notice, then the parties shall use their commercially reasonable efforts to settle such disputed matters within 30 days following the expiration of the Response Period. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the parties hereto during any such negotiations and any subsequent dispute under this Section 7.4.1 has been finally arising therefrom. If the parties are unable to reach agreement within such 30-day period, the dispute may be resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to any legally available means consistent with the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.9.6. 26

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts Party should have a claim for indemnification against any Indemnifying Party hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice transmit to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by a written notice (the "Non-Third “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim, and the basis of the Indemnified Party’s request for indemnification under this Agreement, and such further information as may be reasonably requested by the Indemnifying Party. If the Indemnifying Party Acknowledgement of Liability") to does not notify the Indemnified Party within twenty (20) days from the Indemnifying Party’s receipt of the Indemnity Notice that the Indemnifying Party either disputes such claim and the reasons therefore, or reasonably needs further information, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party hereunder. If the Indemnifying Party requests further information and then does not dispute such claim and set forth the reasons therefore within ten (10) days after receipt of such information, then the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party hereunder. The Indemnifying Party and the Indemnified Party shall negotiate in good faith to satisfy the Non-Third Party Claim resolve any such claim for indemnification within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Indemnity Notice (the "Non-Third Party Dispute “Negotiation Period"”), setting forth a reasonable basis of . If such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice claim is not settled within the Non-Third Party Dispute Negotiation Period, either party may bring suit in accordance with the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to General Provisions of this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified PartyAgreement below.

Non-Third Party Claims. (a) In Each Indemnified Party shall, with reasonable promptness, deliver to the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts Stockholder Representative, in the case of a claim for indemnification which does not involve a Third Party Claim (as defined under Section 7.2, or to Parent, in the case of claim for indemnification under Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide 7.3 written notice of all claims for indemnification under this Agreement (an "Indemnifying Party")Article 7, the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-other than Third Party Claim Notice")Claims, which Non-Third Party Claim Notice shall (i) describe the claim including, in reasonable detail, the basis for the claim, the nature of Damages and (ii) indicate a good faith estimate of the amount (estimated, if necessary, of Damages and any and all data relating to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Partyclaim. (b) The Indemnifying Party may acknowledge and agree by written Parent or the Stockholder Representative, as applicable, shall have sixty (60) days after its receipt of the claim notice (the "Non-Third Party Acknowledgement of Liability") to notify the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that in writing whether the Indemnifying Party accepts or disputes liability, subject to the Non-Third Party Claimlimits set forth in Section 7.4, for all or any part of the Damages described in the claim notice. If the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to does not so notify the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute PeriodParty, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdictionaccept liability, subject to the provisions limits set forth in Section 7.4, for all the Damages described in the claim notice. (c) An Indemnified Party’s failure to give timely notice of Section 7.6.1a claim for any indemnification hereunder will not constitute a defense, in part or in whole, to any claim for indemnification by such Indemnified Party, except if, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party shall pay (and only to the amount extent of such Non-Third Party Claim to prejudice) or the Indemnified Party fails to provide written notice of any such claim within 10 days of the date of acknowledgement or resolution, as the case may be, applicable survival period pursuant to such account and in such manner as is designated in writing by the Indemnified PartySection 7.1.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")third party claim, the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) written notice of the Losses that have been or may be suffered by the Indemnified Party. (b) such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 twenty (20) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimsuch claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Nonsuch 20-Third Party Claim Notice (the "Non-Third Party Dispute Period")day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party fails to provide written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party that the Indemnifying Party shall fail either acknowledges and agrees to deliver the Non-Third Party Acknowledgement of Liability pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.18.3, or once (b) any dispute under this Section 7.4.1 8.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 8.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal of competent jurisdictionhaving jurisdiction over such dispute, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 twenty (20) days of the date of acknowledgement by the Indemnifying Party or resolutionfinal resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person a party entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.26.4.2 hereof) (a "Non-Third Party Claim"), against which a Person party is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 fifteen (15) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that the Indemnifying Party disputes the Non-Third Party Claimsuch claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 fifteen (15) days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")written notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within fifteen (15) days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once the Indemnifying Party has acknowledged and agreed or been deemed to have acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.16.4.1, or once any dispute under this Section 7.4.1 6.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 ten (10) days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts If a claim for indemnification which Losses (a “Claim”) is to be made by any Indemnified Party that does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim")third party, against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the such Indemnified Party shall give written notice (a “Claim Notice”) to the Indemnifying Seller Representative if the Claim Notice is being given by a Buyer Indemnified Party (and to Buyer if the "Non-Third Claim Notice is being given by an Seller Indemnified Party, in each case, within a reasonable time after such Indemnified Party Claim Notice")becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Section 9.2, which Non-Third Party Claim Notice shall (i) describe the claim specify in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) reasonably known and practicable at such time, the amount of the Losses that have been Claim and each individual item of Loss included in the amount so stated and the basis for indemnification. The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Parties are actually prejudiced by such delay or may failure, in which case the amount of reimbursement to which the Indemnified Party is entitled shall be suffered reduced by the amount, if any, by which the Indemnified Party. (b) The ’s Losses would have been less had such Claim Notice been timely given. If the applicable Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to Parties notify the Indemnified Party that they do not dispute the Claim described in such Claim Notice or fail to satisfy the Non-Third Party Claim respond within 30 thirty (30) days of following receipt of the Non-Third Party such Claim Notice, the Losses identified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section 9.2(a) or Section 9.2(b), as applicable. If the applicable Indemnifying Parties dispute their liability with respect to such Claim or the estimated amount of such Losses pursuant to this Section 9.4 within thirty (30) days following receipt of such Claim Notice, the parties shall attempt in good faith to resolve such dispute; provided, that if such dispute has not been resolved within sixty (60) days following receipt of such Claim Notice, then the Indemnifying Parties and the Indemnified Parties may seek legal redress in accordance with Article X. In the event the parties seek legal redress, the prevailing party shall be entitled to recover from the other party its expenses (including reasonable attorney’s fees) incurred in connection with any such action. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party Seller Representative is such prevailing party such expenses shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") be delivered to the Indemnified Party within 30 days of receipt Seller Representative to be held in escrow as part of the Non-Third Party Claim Notice (Seller Representative Amount in accordance with the "Non-Third Party Dispute Period"), setting forth a reasonable basis terms of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified PartyAgreement.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified PartyINDEMNIFIED PARTY") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.25.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that the Indemnifying Party disputes the Non-Third Party Claimsuch claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")written notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within 30 days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.1, 5.4.1 or once any dispute under 28 29 this Section 7.4.1 5.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.15.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")third party claim, the Indemnified Party shall will give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) written notice of the Losses that have been or may be suffered by the Indemnified Party. (b) such claim. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 twenty (20) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Nonsuch 20-Third Party Claim Notice (the "Non-Third Party Dispute Period")day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event that Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within twenty (20) days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.17.3, or once (b) any dispute under this Section 7.4.1 7.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 7.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal of competent jurisdiction(including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 twenty (20) days of the date of acknowledgement by the Indemnifying Party or resolutionfinal resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that If any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts Party should have a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, 11(a) or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution11(b) hereof, as the case may be, against any Indemnifying Party that does not involve a third-party claim, the Indemnified Party shall deliver, with reasonable promptness, a written notice describing the claim and the Losses to the Indemnifying Person (the "Indemnity Notice"). If the Indemnifying Person notifies the Indemnified Party that it does not dispute the claim described in the Indemnity Notice within 30 days (the "Dispute Period") following receipt of the Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Person disputes the claim described in the Indemnity Notice, the Loss(es) in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Person hereunder and the Indemnifying Person shall pay the amount of such Loss(es) to the Indemnified Party on demand (subject to Sections 11(d) or 11(e) hereof, as the case may be). If the Indemnifying Person has timely disputed its liability with respect to such account claim, the Indemnifying Person and in such manner as is designated in writing by the Indemnified PartyParty will proceed in good faith to negotiate a resolution of such dispute within 30 days following expiration of the Dispute Period (the "Resolution Period"). If the dispute is not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.28.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall promptly provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")Party, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.18.4.1, or once any dispute under this Section 7.4.1 8.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.18.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts If a claim for indemnification which Losses (a “Claim”) is to be made by an Indemnified Party that does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim")third party, against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the such Indemnified Party shall give written notice (a “Claim Notice”) to the Indemnifying Party (the "Non-Third within a reasonable time after such Indemnified Party Claim Notice")becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Section 8.2, which Non-Third Party Claim Notice shall (i) describe the claim specify in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) reasonably known and practicable at such time, the amount of the Losses that have been or may be suffered by the Claim. The failure of an Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party. (b) The ’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Party may acknowledge and agree is materially prejudiced by written notice (such delay or failure. If the "Non-Third applicable Indemnifying Party Acknowledgement of Liability") to notifies the Indemnified Party that it does not dispute the Claim described in such Claim Notice or fails to satisfy the Non-Third Party Claim respond within 30 thirty (30) days of following receipt of the Non-Third Party such Claim Notice. In , the event that Losses identified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party disputes under Section 8.2(a) or Section 8.2(b), as applicable. If the Non-Third Party Claim, the applicable Indemnifying Party shall provide written notice disputes its liability with respect to such Claim or the estimated amount of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim Losses pursuant to this Section 7.4.18.4, or once any the parties shall attempt in good faith to resolve such dispute; provided, however, that if such dispute under this Section 7.4.1 has not been finally resolved in favor within thirty (30) days following receipt of indemnification by a court or other tribunal such dispute of competent jurisdictionthe Claim Notice, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim to and the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and seek legal redress in such manner as is designated in writing by the Indemnified Partyaccordance with ARTICLE IX.

Non-Third Party Claims. (a) In the event that With respect to any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")third party claim, the Indemnified Party shall will give the Indemnifying Party written notice of such claim and the Indemnified Party shall make available to the Indemnifying Party (all relevant information which is material to such claim and is in the "Non-Third Party Claim Notice")possession of the Indemnified Party, which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detailincluding, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) practicable, an estimate of the Losses that have been or may be damages suffered by the Indemnified Party. (b) Party as of the date of the notice. The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 thirty (30) days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that If the Indemnifying Party disputes the Non-Third Party Claimshall dispute such claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Nonsuch 30-Third Party Claim Notice (the "Non-Third Party Dispute Period")day period, setting forth a in reasonable detail the basis of such dispute. In Upon receipt of notice of any such dispute, the event that Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within thirty (30) days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once If the Indemnifying Party has acknowledged and agreed agrees, or is deemed to have agreed, to pay any Non-Third Party Claim pursuant to this Section 7.4.1such claim, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, then the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 twenty (20) days of the date of acknowledgement such agreement or resolution, as the case may be, deemed agreement to such an account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a Any claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.28.05(b) (a "Non-Third Party Claim"), against which a Person is required below) may be asserted by giving written notice describing in reasonable detail the matter giving rise to provide the indemnification obligation under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice “Indemnification Notice”) to the Indemnifying Party (Party. Upon receipt of an Indemnification Notice, the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may (a) acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 45 days of receipt of the Non-Third Party Claim NoticeIndemnification Notice or (b) dispute such claim from the Indemnified Party. In the event that the Indemnifying Party disputes the Non-Third Party Claimsuch claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days 15 Business Days of receipt of the Non-Third Party Claim Indemnification Notice (the "Non-Third Party Dispute Period")for such claim, setting forth a reasonable basis for such dispute (a “Dispute Notice”) and the parties will negotiate in good faith to resolve such dispute for a period of 30 days from delivery of the Dispute Notice. If the parties are unable to resolve such disputedispute within such 30-day period, the dispute shall be governed by Section 10.09 of this Agreement. In the event that the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within 45 days of Liability receipt of an Indemnification Notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimfull. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.1Section, or once any dispute under this Section 7.4.1 8.05(a) has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of jurisdiction in accordance with Section 7.6.110.09, the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. The following shall apply to claims between the parties that do not involve a third party: (ai) In the event that any Person The party entitled to indemnification under this Agreement hereunder (an in such capacity, the "Indemnified Party") asserts shall give written notice (a "Notice of Claim") to Purchaser (in the case of a claim for indemnification which does not involve by a Third Party Claim Seller Indemnified Party) or the Seller Representative (as defined in Section 7.4.2the case of a claim for indemnification by a Purchaser Indemnified Party) (in such capacity, the "Indemnifying Party") within a reasonable period of time after becoming aware of any Losses that the Indemnified Party shall have determined have given rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder (each, an "Non-Third Party Indemnifiable Claim"), against which a Person is required to and shall provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (as soon as practicable thereafter all information and documentation reasonably necessary to support and verify such claim; provided, that the "Non-Third right of the Indemnified Party Claim Notice"), which Non-Third Party Claim Notice to indemnification shall (i) describe be reduced in the claim in reasonable detail, and (ii) indicate the amount (estimated, event of its failure to give timely notice only if necessary, and to the extent feasible) the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall be given reasonable access to all books and records in the possession or under the control of the Losses that have been or may Indemnified Party which the Indemnifying Party reasonably determines to be suffered by the Indemnified Partyrelated to such claim. (bii) The Any liability for indemnification under this Section 9.1.4 shall be paid by the Indemnifying Party may acknowledge and agree by written within fifteen (15) days after its receipt of a Notice of Claim in immediately available funds in U.S. dollars; provided that if a contest notice (the "Non-Third Party Acknowledgement of Liability") is given to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that by the Indemnifying Party disputes within such fifteen-day period, such payment shall not be required until the Non-Third Party dispute is resolved, and either party may at any time thereafter commence a legal proceeding in accordance with this Agreement to resolve the contested assertion of an Indemnifiable Claim, . Any liability for indemnification under this Section 9.1.4 shall be paid by the Indemnifying Party shall provide written notice of in immediately available funds in U.S. dollars within fifteen (15) days after such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party liability is finally determined. Liability for an Indemnifiable Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party hereunder shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to be "finally determined" for purposes of this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party9.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts Party should have a claim for indemnification which under Section 6.01 against any Indemnifying Party that does not involve a Third Party Claim (as defined in Section 7.4.2) (a "NonThird-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party (to give the "Non-Third Party Claim Notice"), which Non-Third Party Claim Indemnity Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and not impair such party’s rights hereunder except to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, is actually prejudiced by such failure or delay. If the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to notifies the Indemnified Party within 30 days of receipt of that it does not dispute the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of claim described in such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Indemnity Notice within the Non-Third Party Dispute Period, the Indemnifying loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party shall be deemed to have acknowledged under Section 6.01 and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim loss to the Indemnified Party within 10 days of on demand. If the date of acknowledgement or resolution, as the case may be, Indemnifying Party has timely disputed its liability with respect to such account and claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such manner as is designated in writing by Indemnity Notice, the Indemnifying Party and the Indemnified PartyParty will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within thirty (30) days, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party.. 13 (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (aA) In the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification which HNZW/502436_2.docx/3583-1 22 does not involve a Third Party Claim (as defined in Section 7.4.220(c)(ii) (a "Non-“Non- Third Party Claim"”), against which a Person is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-“Non- Third Party Claim Notice"”), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (bB) The Indemnifying Party may acknowledge and agree by written notice (the "“Non-Third Party Acknowledgement of Liability"”) to the Indemnified Party to satisfy the Non-Third Party Claim within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "“Non-Third Party Dispute Notice"”) to the Indemnified Party within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice (the "Non-“Non- Third Party Dispute Period"”), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.120(c)(i), or once any dispute under this Section 7.4.1 20(c)(i) has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Non- Third Party Claim to the Indemnified Party within 10 business days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification indemnification, which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"8.5.2 below), against which a Person is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 20 days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that the Indemnifying Party disputes the Non-Third Party Claimsuch claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 20 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")written notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within 20 days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.18.5.1, or once any dispute under this Section 7.4.1 8.5.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event an Indemnified Party claims a right to payment pursuant to this Article IX not involving a Third Party Claim, such Indemnified Party shall send written notice of such claim (“Claim Notice”) to the to the Purchaser, if the Purchaser is the Indemnifying Party, or Holdco, if the Sellers are the Indemnifying Parties. The Claim Notice shall describe in reasonable detail the facts giving rise, or that any Person entitled could reasonably be expected to indemnification under this Agreement (an "Indemnified Party") asserts a give rise, to the claim for indemnification hereunder that is the subject to the Claim Notice. The Claim Notice shall include (if and to the extent then known) the amount and the method of computation of the amount of such claim, and a reference to the provision or provisions of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which does such claim is based and all material documentation relevant to the claim (to the extent not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification previously provided under this Agreement (an "Section 9.3(b)). The failure by any Indemnified Party to so notify the Indemnifying Party shall relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 9.3(b) if, and only to the extent that, such failure to so notify the Indemnifying Party materially prejudices the Indemnifying Party". The Indemnifying Party (acting through Holdco, in the case of indemnification sought by a Purchaser Indemnified Party, and acting through the Purchaser, in the case of indemnification sought by a Seller Indemnified Party) shall have thirty (30) days after the giving of any proper Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay or cause to be paid such amount to such Indemnified Party in immediately available funds, or (ii) provide such Indemnified Party with written notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the “Indemnity Claim Dispute Notice”). For a period of thirty (30) days after the giving of any Indemnity Claim Dispute Notice, the Indemnifying Party and the Indemnified Party shall give written notice negotiate in good faith to resolve the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Noticematter. In the event that the Indemnifying Party disputes controversy is not resolved within thirty (30) days after the Non-Third Party Claimdate the Indemnity Claim Dispute Notice is given, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to and the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such disputemay thereupon proceed to pursue any and all available remedies at law. In the event that If the Indemnifying Party shall fail agrees to deliver the Non-Third Party Acknowledgement of Liability Claim Notice pursuant to the immediately preceding clause (i) or Non-Third Party fails to provide a timely Indemnity Claim Dispute Notice within pursuant to the Non-Third immediately preceding clause (ii), then promptly following the date the applicable Purchaser Loss or Seller Loss becomes finally determined (x) if the Indemnified Party Dispute Periodis a Purchaser Indemnified Party, the Indemnifying then such Purchaser Indemnified Party shall be deemed entitled to have acknowledged receive the applicable amount set forth in the Claim Notice in accordance with Section 9.5(c), and agreed Holdco shall promptly execute a written instruction to pay the Non-Third Party Claim Escrow Agent to release any applicable amount (up to the maximum amount contained in full and the Escrow Fund) to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1such Indemnified Party, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to (y) if the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the a Seller Indemnified Party, then the Purchaser shall, using its own funds, pay the Seller Indemnified Party the amount set forth in the Claim Notice.

Non-Third Party Claims. (ai) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.210.5(b)) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (iA) describe the claim in reasonable detail, and (iiB) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party, and (C) indicate if the Non-Third Party Claim arises as a result of a breach of a representation under Section 3.1, 3.8, 3.9, 3.10, 3.11, 3.25 or 3.26 or any other provision hereof relating to Taxes (including without limitation Section 10.4). (bii) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.110.5(a)(ii), or once any dispute under this Section 7.4.1 10.5(a) has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.110.6(a), the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.210.4.2) (a "“Non-Third Party Claim"”), against which a Person is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice to the Indemnifying Party (the "“Non-Third Party Claim Notice"”), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "“Non-Third Party Acknowledgement of Liability"”) to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "“Non-Third Party Dispute Notice"”) to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "“Non-Third Party Dispute Period"”), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once If the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.110.4.1, or once if any dispute under this Section 7.4.1 10.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.110.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 30 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"11.4.2 below), against which a Person party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Indemnifying Party in writing to satisfy the Non-Third Party Claim such claim within 30 20 days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that the Indemnifying Party disputes the Non-Third Party Claimsuch claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 20 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within 20 days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.111.4.1, or once any dispute under this Section 7.4.1 11.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.111.5.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) 12.3.1.1. In the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.212.3.2) (a "the “Non-Third Party Claim")”, against which a Person is required to provide indemnification under this Agreement (an "“Indemnifying Party")”, the Indemnified Party shall give written notice to the Indemnifying Party (the "“Non-Third Party Claim Notice")”, which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) 12.3.1.2. The Indemnifying Party may acknowledge and agree by written notice (the "“Non-Third Party Acknowledgement Acknowledgment of Liability"”) to the Indemnified Party to satisfy the Non-Third Party Claim within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "“Non-Third Party Dispute Notice"”) to the Indemnified Party within 30 thirty (30) days of receipt of the Non-Third Party Claim Notice (the "“Non-Third Party Dispute Period"”), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement Acknowledgment of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1Section, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 ten (10) days of the date of acknowledgement acknowledgment or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In If the event that any Person entitled Claims Notice from the Indemnified Party pertains to indemnification under this Agreement (an "Indemnified Party") asserts Asserted Liability other than a claim for indemnification which does not involve or demand from a Third third party, then the Indemnifying Party Claim (shall have 30 days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party of the Asserted Liability as defined in Section 7.4.2) (a "Non-Third the Indemnifying Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")deems necessary or desirable. For the purposes of such investigation, the Indemnified Party shall give written notice agrees to make available to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered information relied upon by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy substantiate the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event Asserted Liability and such other information in its possession that the Indemnifying Party disputes may reasonably request for purposes of such investigation; provided, however, that the NonIndemnified Party shall not be required to provide to or share with the Indemnifying Party any materials that are protected by the attorney-Third client privilege. If the Indemnified Party Claimand the Indemnifying Party agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) on the validity and amount of such Asserted Liability, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") promptly pay to the Indemnified Party within 30 days of receipt the agreed-to amount of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis by wire transfer of such dispute. In the event that the Indemnifying Party shall fail immediately available funds to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such an account and in such manner as is designated in writing by the Indemnified Party, or, to the extent that all or any portion of the indemnification payment is to be paid out of the Escrow Fund, Parent and the Stockholder Representative shall give the Escrow Agent a joint written instruction for payment of such funds in accordance with the Escrow Agreement. If the Indemnified Party and the Indemnifying Party do not agree prior to the expiration of such 30-day period (as such period may be extended by mutual agreement) on the validity and amount of such Asserted Liability, then each of the Indemnified Party and the Indemnifying Party may pursue the remedies available under this Agreement.

Non-Third Party Claims. (a) In the event that If any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts Party has a claim for indemnification which under Section 9.1 or Section 10.4 against any Indemnifying Party that does not involve a Third Party Claim (as defined in Section 7.4.2) (a "NonThird-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party (to give the "Non-Third Party Claim Notice"), which Non-Third Party Claim Indemnity Notice shall not impair such Indemnified Party’s rights hereunder except to the extent that (i) describe the claim such failure results in reasonable detail, a lack of actual notice and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree is actually materially prejudiced by written notice (such failure or delay. If the "Non-Third Indemnifying Party Acknowledgement of Liability") to notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to notify the Indemnified Party within the 30 days of day period following receipt of an Indemnity Notice that it disputes the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of claim described in such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute PeriodIndemnity Notice, the Indemnifying Party shall Loss identified in the Indemnity Notice will be conclusively deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim an indemnifiable Loss pursuant to this Section 7.4.19.1 or Section 10.4, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdictionas applicable, subject to the provisions of Section 7.6.1, and the Indemnifying Party shall pay the amount of such Non-Third Party Claim Loss to the Indemnified Party within 10 days of on demand. If the date of acknowledgement or resolution, as the case may be, Indemnifying Party has timely disputed its Liability with respect to such account claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such manner as is designated in writing dispute and, if not resolved through negotiations within the 30 day period following receipt by the Indemnified PartyParty of notice that the Indemnifying Party disputes its Liability with respect to such Loss, such dispute shall be resolved in accordance with Section 12.9.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"11.4.2 below), against which a Person party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Indemnifiying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 20 days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that the Indemnifying Party disputes the Non-Third Party Claimsuch claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 20 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within 20 days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.111.4.1, or once any dispute under this Section 7.4.1 11.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.111.5.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event that If any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts Party ---------------------- should have a claim for indemnification which pursuant to Section 11(a) or 11(b) hereof, as the case may ------------- ----- be, against any Indemnifying Party that does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Nonthird-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")party claim, the Indemnified Party shall give deliver, with reasonable promptness, a written notice describing the claim and the Losses to the Indemnifying Party Person (the "Non-Third Party Claim Indemnity Notice"), which Non-Third . If the Indemnifying Person notifies the Indemnified Party Claim Notice shall (i) describe that it does not dispute the claim described in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice Indemnity Notice within 30 days (the "Non-Third Party Acknowledgement of LiabilityDispute Period") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of following receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") Indemnity Notice or fails to notify the Indemnified Party within 30 days of receipt the Dispute Period whether the Indemnifying Person disputes the claim described in the Indemnity Notice, the Loss(es) in the amount specified in the Indemnity Notice will be conclu- sively deemed a liability of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that Indemnifying Person hereunder and the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party Person shall pay the amount of such Non-Third Party Claim Loss(es) to the Indemnified Party within 10 days of the date of acknowledgement on demand (subject to Sections 11(d) or resolution11(e) hereof, as the case may be, ). ------------- ----- If the Indemnifying Person has timely disputed its liability with respect to such account claim, the Indemnifying Person and in such manner as is designated in writing by the Indemnified PartyParty will proceed in good faith to negotiate a resolution of such dispute within 30 days following expiration of the Dispute Period (the "Resolution Period"). If the dispute is not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified PartyINDEMNIFIED PARTY") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2hereinafter defined) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy the Non-Third Party Claim such claim within 30 days of receipt of notice of such claim from the Non-Third Party Claim NoticeIndemnified Party. In the event that the Indemnifying Party disputes the Non-Third Party Claimsuch claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")written notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver provide written notice to the Non-Third Indemnified Party Acknowledgement within 30 days of Liability receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or Non-Third Party Dispute Notice within the Non-Third Party Dispute Perioddisputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim such claim in full and to have waived any right to dispute the Non-Third Party Claimsuch claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim claim pursuant to this Section 7.4.15.4(a), or once any dispute under this Section 7.4.1 5.4(a) has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, the Indemnifying Party shall, subject to the provisions of Section 7.6.15.5, the Indemnifying Party shall pay the amount of such Non-Third Party Claim claim to the Indemnified Party within 10 days of the date of acknowledgement acknowledgment or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. (a) In the event any Indemnified Party should have an Indemnification Claim against any Indemnifying Party that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"below), the Indemnified Party shall give deliver written notice notification (an “Indemnity Notice”) of a claim for indemnity specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim with reasonable promptness to the Indemnifying Party (Party. If the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to satisfy notify the Non-Third Indemnified Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that Dispute Period whether the Indemnifying Party disputes the Non-Third Party Claimclaim described in such Indemnity Notice, such undisputed Indemnifiable Claim in the amount of the Indemnifiable Loss specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")under Section 12.2 and, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim unless otherwise provided in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.112.4, the Indemnifying Party shall pay the amount of such Non-Third Party Claim Indemnifiable Loss to the Indemnified Party within 10 days of on demand. If the date of acknowledgement or resolution, as the case may be, Indemnifying Party has timely disputed its liability with respect to such account claim, the Indemnifying Party and in such manner as is designated in writing by the Indemnified PartyParty will attempt in good faith for sixty (60) days to negotiate a resolution of such dispute. If no agreement can be reached after such good faith negotiation between the parties, such dispute shall be resolved pursuant to Section 12.3(c).