Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. Within thirty (30) Business Days after a party obtains knowledge that it has sustained any Damages not involving a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunder, such Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to them.

Non-Third Party Claims. Within thirty (30) Business Days after a party obtains knowledge that it has sustained In the event any Damages not involving a Third Indemnified Party Claim or action which such party reasonably believes may give rise to should have a claim for indemnification from another party hereunderunder Section 7.1 against any Indemnifying Party that does not involve a Third-Party Claim, such the Indemnified Party shall deliver notice of such claim an Indemnity Notice with reasonable promptness to the Indemnifying Party, together with a brief description of . The failure or delay by any Indemnified Party to give the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party Indemnity Notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 aboveby such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not deliver notice dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Dispute Period whether the Indemnifying Party disputes its liability to the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party under this Article XI (an “Indemnification Objection”) will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Indemnifying Party will Resolution Period, such dispute shall be deemed to have rejected such claim, resolved by litigation in which event the other party will be free to pursue such remedies as may be available to thema court of competent jurisdiction.

Non-Third Party Claims. Within thirty (30) Business Days after a party obtains knowledge that it has sustained In the event any Damages not involving a Third Indemnified Party Claim or action which such party reasonably believes may give rise to should have a claim for indemnification from another party hereunderunder Section 7.1 against any Indemnifying Party that does not involve a Third-Party Claim, such the Indemnified Party shall deliver notice of such claim an Indemnity Notice with reasonable promptness to the Indemnifying Party, together with a brief description of . The failure or delay by any Indemnified Party to give the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party Indemnity Notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, impair such party's rights hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 aboveby such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not deliver notice dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Dispute Period whether the Indemnifying Party disputes its liability to the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party under this Article XI (an “Indemnification Objection”) will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Indemnifying Party will Resolution Period, such dispute shall be deemed to have rejected such claim, resolved by litigation in which event the other party will be free to pursue such remedies as may be available to thema court of competent jurisdiction.

Non-Third Party Claims. Within thirty (30) Business Days after a party Party obtains knowledge that it has sustained any Damages not involving a Third Party Claim or action which such party Party reasonably believes may give rise to a claim for indemnification from another party hereunder, such Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to them.

Non-Third Party Claims. Within thirty (30) Business Days after a party obtains knowledge that it has sustained In the event any Damages not involving a Third Indemnified Party Claim or action which such party reasonably believes may give rise to should have a claim for indemnification from another party hereunderunder Article VIII against any Indemnifying Party that does not involve a Third-Party Claim, such the Indemnified Party shall deliver notice of such claim an Indemnity Notice with reasonable promptness to the Indemnifying Party, together with a brief description of . The failure or delay by any Indemnified Party to give the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party Indemnity Notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, impair such Party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 aboveby such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not deliver notice dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Dispute Period whether the Indemnifying Party disputes its liability to the claim described in such Indemnity Notice, the Loss identified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under this Article XI (an “Indemnification Objection”) VIII and subject to Section 8.8. If the Indemnifying Party will be deemed has timely disputed its Liability with respect to have rejected such claim, the Indemnifying Party and the Indemnified Party will proceed in which event the other party will good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within forty-five (45) days of receipt of notice of dispute of Liability with respect to such claim, such dispute shall be free to pursue such remedies as may be available to themresolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. Within thirty (30i) Business Days after a party obtains knowledge that it has sustained any Damages not involving a Third Each Party Claim shall deliver to the other Party or action which such party reasonably believes may give rise to parties against whom a claim for indemnification from another party hereunderis to be made under this Section 8 written notice of any claims for indemnification under this Section 8, other than Third Party Claims, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, and a good faith estimate of the actual or future potential amount of Losses. (ii) A potential Indemnitor shall have 30 days after its receipt of the claim notice to notify the potential Indemnified Party in writing whether or not the potential Indemnitor agrees that the claim is subject to this Section 8 (a “Response Notice”). If the potential Indemnitor does not provide a Response Notice to the Indemnified Party within the required 30-day period, the Indemnitor shall be deemed to accept liability for all Losses described in the claim notice. Notwithstanding the foregoing, if the potential Indemnitor fails to provide a Response Notice within such 30-day time period the potential Indemnified Party shall deliver provide one fax notice of such claim to the Indemnifying Party, together with a brief description an officer of the facts and data which support potential Indemnitor. If the potential Indemnitor does provide a Response Notice within three days after receipt of such fax notice, the potential Indemnitor shall not be deemed by such failure to have accepted liability for the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Indemnified Party is actually materially prejudiced thereby. Any Claim Notice must be made by the failure to provide such notice within the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to them-day period.

Non-Third Party Claims. Within thirty (30) Business Days after a party obtains knowledge that it has sustained any Damages not involving a Third If the Claims Notice from the Indemnified Party Claim or action which such party reasonably believes may give rise pertains to an Asserted Liability other than a claim for indemnification or demand from another party hereundera third party, such Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify then the Indemnifying Party shall not relieve have 30 days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party of its indemnification obligations hereunderthe Asserted Liability as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, except the Indemnified Party agrees to make available to the extent Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Asserted Liability and such other information in its possession that the Indemnifying Party is actually prejudiced therebymay reasonably request for purposes of such investigation. Any Claim Notice must be made to If the Indemnified Party and the Indemnifying Party not later than agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) on the applicable survival period specified in Section 11.1 above. If validity and amount of such Asserted Liability, the Indemnifying Party does not deliver notice shall promptly pay to the Indemnified Party within thirty (30) Business Days following its receipt the full amount of a Claim Notice that the claim by wire transfer of immediately available funds to an account designated by the Indemnified Party. If the Indemnified Party and the Indemnifying Party disputes its liability do not agree at or prior to the expiration of said 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 under this Article XI (an “Indemnification Objection”) and the Indemnifying Party will be deemed to have rejected such claim, in which event may pursue the other party will be free to pursue such remedies as may be available to themunder this Agreement.

Non-Third Party Claims. Within thirty The Indemnified Party will notify the Indemnifying Party in writing promptly (30and in any event on or before the applicable survival date for such indemnity claim pursuant to Section 8.1) Business Days after a party obtains knowledge that it has sustained becoming aware of any Damages not involving matter for which the Indemnified Party may be entitled to indemnification hereunder other than a Third Party Claim or action which such party reasonably believes may give rise with respect to a claim for indemnification from another party hereunderSpecified Matter, such Indemnified Party which notice shall deliver notice of such claim to the Indemnifying Party, together with a brief description of set forth in reasonable detail the facts and data circumstances on which support such claim is based, the claim provisions of this Agreement pursuant to which indemnification is being sought (including the representations, warranties, covenants or agreements alleged to have been breached) and an estimate of the Indemnified Party’s Losses for which indemnification is being sought (a “Claim Notice”if ascertainable); provided, however, provided that any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its from any indemnification obligations hereunder, except that it may have to the Indemnified Party hereunder other than to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made During the 30-day period immediately following the delivery of any notice pursuant to the immediately preceding sentence of this Section 8.4(b), the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to and the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability shall, in good faith, attempt to resolve any dispute related to such claim for indemnity by the Indemnified Party under this Article XI (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to themParty.

Non-Third Party Claims. Within thirty (30) Business Days after In the event any Indemnified Party should have a party obtains knowledge that it has sustained claim against any Damages Indemnifying Party hereunder which does not involving involve a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunderClaim, such the Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made transmit to the Indemnifying Party not later than a written notice (the expiration "Indemnity Notice") describing in reasonable detail the nature of the applicable survival period specified in Section 11.1 aboveclaim, 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. If the Indemnifying Party does not deliver notice to notify the Indemnified Party within thirty (30) Business Days following its 30 days from the Indemnifying Party's receipt of a Claim the Indemnity Notice that the Indemnifying Party disputes its liability to such claim, the claim specified by the Indemnified Party under this Article XI (an “Indemnification Objection”) in the Indemnity Notice shall be deemed a liability of the Indemnifying Party will be deemed to hereunder; provided, however, that, if Buyer asserts a claim that is not a Third Party Claim and the Indemnifying Party does not dispute such claim in a timely manner in accordance with this Section 8.4, Buyer shall have rejected such claim, offset and recoup its Losses as provided in which event the other party will be free to pursue such remedies as may be available to themSECTION 8.3.

Non-Third Party Claims. Within thirty (30) Business Days business days after a party obtains knowledge that it has sustained any Damages not involving a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunder, such Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”)indemnification; provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice such notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above8.1. If the Indemnifying Party does not deliver notice to notify the Indemnified Party within thirty (30) Business Days business days following its receipt of a Claim Notice such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI (an “Indemnification Objection”) ARTICLE VIII, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party will be deemed under this ARTICLE VIII and the Indemnifying Party shall pay the amount of such claim to have rejected the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party and the Indemnified Party shall proceed in which event the other party will be free good faith to pursue negotiate a resolution of such remedies as may be available to themdispute.

Non-Third Party Claims. Within thirty (30) Business Days after a party obtains knowledge that it has sustained With respect to any Damages claim for indemnification hereunder which does not involving involve a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunderClaim, such the Indemnified Party shall deliver will give the Indemnifying Party prompt written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within ten (10) days of receipt of notice of such claim to from the Indemnifying Indemnified Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify . If the Indemnifying Party shall not relieve dispute such claim, the Indemnifying Party shall provide written notice of its such dispute to the Indemnified Party within such ten (10) day period. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within ten (10) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim, and shall promptly pay such claim in full. Except as otherwise provided in this Agreement, any failure by an Indemnified Party to give notice as required pursuant to this Section 6.3(b) shall not affect the indemnification obligations provided hereunder, except and to the extent that the Indemnifying Party is shall have actually been materially prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration as a result of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to themfailure.

Non-Third Party Claims. Within thirty (30) Business Days after a party obtains knowledge that it has sustained In the event any Damages not involving a Third Indemnified Party Claim or action which such party reasonably believes may give rise to should have a claim for indemnification from another party hereunderunder Section 9.1 against any Indemnifying Party that does not involve a Third-Party Claim, such the Indemnified Party shall deliver notice of such claim an Indemnity Notice with reasonable promptness to the Indemnifying Party, together with a brief description of . The failure or delay by any Indemnified Party to give the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party Indemnity Notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 aboveby such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not deliver notice 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 claim described in such Indemnity Notice, the Loss identified in the Indemnity Notice will be conclusively deemed a liability of the Indemnified Party under Section 9.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that on demand. If the Indemnifying Party disputes has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party under this Article XI (an “Indemnification Objection”) will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Indemnifying Party will Resolution Period, such dispute shall be deemed to have rejected such claim, resolved by litigation in which event the other party will be free to pursue such remedies as may be available to thema court of competent jurisdiction.

Non-Third Party Claims. Within thirty (30) Business Days after In the event any Indemnified Party has a party obtains knowledge claim under Section 8.1 or Section 8.2 that it has sustained any Damages does not involving involve a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunderClaim, such the Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall not will relieve the Indemnifying Party of its indemnification obligations hereunderfrom any obligation under this Article VIII, except to the extent that such delay actually and materially prejudices the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 aboveParty. If the Indemnifying Party does not deliver notice to notify the Indemnified Party within thirty twenty (3020) Business Days following its receipt of a Claim Notice such notice that the Indemnifying Party disputes its the liability to the such Indemnified Party, such claim specified by such Indemnified Party under this Article XI (an “Indemnification Objection”) in such notice shall be conclusively deemed a liability of the Indemnifying Party will and shall be deemed to have rejected been finally determined hereunder. For the avoidance of doubt, any legal fees and other expenses reasonably incurred by any Indemnified Party in connection with the assertion of any indemnification claim under this Article VIII shall be included in the Losses subject to indemnification in respect of such claim, in which event the other party will be free to pursue such remedies as may be available to them.

Non-Third Party Claims. Within thirty The Indemnified Party will notify the Indemnifying Party in writing promptly (30and in any event on or before the applicable survival date for such indemnity claim pursuant to Section 9.1) Business Days after a party obtains knowledge that it has sustained becoming aware of any Damages not involving a Third matter for which the Indemnified Party Claim or action which such party reasonably believes may give rise be entitled to a claim for indemnification from another party hereunder, such Indemnified Party which notice shall deliver notice of such claim to the Indemnifying Party, together with a brief description of set forth in reasonable detail the facts and data circumstances on which support such claim is based, the claim provisions of this Agreement pursuant to which indemnification is being sought (including the representations, warranties, covenants or agreements alleged to have been breached) and an estimate of the Indemnified Party’s Losses for which indemnification is being sought (a “Claim Notice”if ascertainable); provided, however, provided that any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its from any indemnification obligations hereunder, except that it may have to the Indemnified Party hereunder other than to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made During the 30-day period immediately following the delivery of any notice pursuant to the immediately preceding sentence of this Section 9.5(b), the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to and the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability shall, in good faith, attempt to resolve any dispute related to such claim for indemnity by the Indemnified Party under this Article XI (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to themParty.

Non-Third Party Claims. Within thirty (30) Business Days business days after a party obtains knowledge that it has sustained any Damages not involving a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunder, such Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 7.1(a) above. If the Indemnifying Party does not deliver notice to the Indemnified Party within thirty (30) Business Days business days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI VII (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to them.

Non-Third Party Claims. Within If the Claims Notice from the Indemnified Party pertains to an Asserted Liability other than a claim or demand from a third party, then the Indemnifying Party shall have thirty (30) Business Days after a party obtains knowledge that it has sustained any Damages not involving a Third days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party Claim of the Asserted Liability as the Indemnifying Party deems necessary or action which desirable. For the purposes of such party reasonably believes may give rise to a claim for indemnification from another party hereunderinvestigation, such the Indemnified Party shall deliver notice of such claim agrees to make available to the Indemnifying PartyParty the information relied upon by the Indemnified Party to substantiate the Asserted Liability. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) on the validity and amount of such Asserted Liability, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice promptly pay to the Indemnified Party within the full amount of the claim by wire transfer of immediately available funds to an account designated by the Indemnified Party. If the Indemnified Party and the Indemnifying Party do not agree at or prior to the expiration of said thirty (30) Business Days following its receipt day period (as such period may be extended by mutual agreement) on the validity and amount of a Claim Notice that such Asserted Liability, then each of the Indemnified Party and the Indemnifying Party disputes its liability to may pursue the Indemnified Party remedies available under this Article XI (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to themAgreement.

Non-Third Party Claims. Within thirty (30) Business Days after a party Party obtains knowledge that it has sustained any Damages not involving a Third Party Claim or action which such party Party reasonably believes may give rise to a claim for indemnification from another party Party hereunder, such Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 7.1 above. If the Indemnifying Party does not deliver notice to the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI VII (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected accepted liability for such claim, in which event the other party will be free to pursue such remedies as may be available to them.

Non-Third Party Claims. Within thirty (30) Business Days after In the event any Indemnified Party has a party obtains knowledge claim under Section 8.1 or Section 8.2 that it has sustained any Damages does not involving involve a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunderClaim, such the Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall not will relieve the Indemnifying Party of its indemnification obligations hereunderfrom any obligation under this Article VIII, except to the extent that such delay actually and materially prejudices the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 aboveParty. If the Indemnifying Party does not deliver notice to notify the Indemnified Party within thirty fifteen (3015) Business Days following its receipt of a Claim Notice such notice that the Indemnifying Party disputes its the liability to the such Indemnified Party, such claim specified by such Indemnified Party under this Article XI (an “Indemnification Objection”) in such notice shall be conclusively deemed a liability of the Indemnifying Party will and shall be deemed to have rejected been finally determined hereunder. For the avoidance of doubt, any legal fees and other expenses reasonably incurred by any Indemnified Party in connection with the assertion of any indemnification claim under this Article VIII shall be included in the Losses subject to indemnification in respect of such claim, in which event the other party will be free to pursue such remedies as may be available to them.

Non-Third Party Claims. Within thirty (30) Business Days after In the event any Indemnified Party should have a party obtains knowledge that it has sustained claim against any Damages Indemnifying Party hereunder which does not involving involve a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunderClaim, such the Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made transmit to the Indemnifying Party not later than a written notice (the expiration "Indemnity Notice") describing in reasonable detail the nature of the applicable survival period specified in Section 11.1 aboveclaim, 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 does not deliver notice to notify the Indemnified Party within thirty twenty (3020) Business Days following its days from the Indemnifying Party's receipt of a Claim the Indemnity Notice that the Indemnifying Party either disputes its liability to such claim and the reasons therefor, or reasonably needs further information, the claim specified by the Indemnified Party under this Article XI (an “Indemnification Objection”) in the Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party will hereunder. If the Indemnifying Party requests further information and then does not dispute such claim and the 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 to have rejected such claim, admitted in which event full and a liability of the other party will be free to pursue such remedies as may be available to themIndemnifying Party hereunder.

Non-Third Party Claims. Within thirty (30) Business Days after In the event any Indemnified Party ---------------------- should have a party obtains knowledge that it has sustained claim against any Damages Indemnifying Party hereunder which does not involving involve a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunderClaim, such the Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made transmit to the Indemnifying Party not later than a written notice (the expiration "Indemnity Notice") describing in reasonable detail the nature of the applicable survival period specified in Section 11.1 aboveclaim, 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. If the Indemnifying Party does not deliver notice to notify the Indemnified Party within thirty (30) Business Days following its 30 days from the Indemnifying Party's receipt of a Claim the Indemnity Notice that the Indemnifying Party disputes its liability to such claim, the claim specified by the Indemnified Party under this Article XI (an “Indemnification Objection”) in the Indemnity Notice shall be deemed a liability of the Indemnifying Party will be deemed to hereunder; provided, however, that, if Buyer asserts a claim that is not a Third Party Claim and the Indemnifying Party does not dispute such claim in a timely manner in accordance with this Section 8.4, Buyer shall have rejected such claim, offset and recoup its Losses as provided in which event the other party will be free to pursue such remedies as may be available to them.Section 8.3. -----------

Non-Third Party Claims. Within thirty (30) Business Days after In the event any Indemnified Party should have a party obtains knowledge that it has sustained claim against any Damages Indemnifying Party hereunder which does not involving involve a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunderClaim, such the Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made transmit to the Indemnifying Party not later than a written notice (the expiration "Indemnity Notice") describing in reasonable detail the nature of the applicable survival period specified in Section 11.1 aboveclaim, 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. If the Indemnifying Party does not deliver notice to notify the Indemnified Party within thirty ten (3010) Business Days following its days from the Indemnifying Party's receipt of a Claim the Indemnity Notice that the Indemnifying Party disputes its liability to such claim and the reasons therefore, the claim specified by the Indemnified Party under this Article XI (an “Indemnification Objection”) in the Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party will hereunder. The Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such claim for indemnification within 30 days (the "Negotiation Period"). If such claim is not settled within the Negotiation Period, dispute shall then be deemed to have rejected such claim, resolved through binding arbitration in which event accordance with the other party will be free to pursue such remedies as may be available to them.provisions of ARTICLE X.

Non-Third Party Claims. Within thirty In the event that any person entitled to indemnification under this Agreement (30an "Indemnified Party") Business Days after asserts a party obtains knowledge that it has sustained any Damages claim for indemnification which does not involving involve a Third Party Claim or action (as defined in Section 9.4.2), against which such party reasonably believes a person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnifying Party may give rise acknowledge and agree by notice to a claim for indemnification from another party hereunder, such the Indemnified Party shall deliver in writing to satisfy such claim within 30 days of receipt of notice of such claim to from the Indemnified Party. In the event that the Indemnifying PartyParty disputes such claim, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party provide written notice of its indemnification obligations hereunder, except such dispute to the extent Indemnified Party within 30 days of receipt of notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made shall fail to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver provide written notice to the Indemnified Party within thirty (30) Business Days following its 30 days of receipt of a Claim Notice notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes its liability to such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.4.1, or once any dispute under this Section 9.4.1 has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, the Indemnifying Party shall pay the amount of such claim to the Indemnified Party under this Article XI (an “Indemnification Objection”) within 10 days of the Indemnifying Party will be deemed date of acknowledgment or resolution, as the case may be, to have rejected such claim, account and in which event such manner as is designated in writing by the other party will be free to pursue such remedies as may be available to themIndemnified Party.

Non-Third Party Claims. Within thirty (30) If the Claims Notice from the Indemnified Party pertains to an Asserted Liability other than a claim or demand from a third party, then the Indemnifying Party shall have 20 Business Days after a party obtains knowledge that it has sustained any Damages not involving a Third Party Claim or action which following receipt of the Claims Notice to make such party reasonably believes may give rise to a claim for indemnification from another party hereunderinvestigation, such Indemnified Party shall deliver notice at the expense of such claim to the Indemnifying Party, together with a brief description of the facts and data which support basis of the claim and the amount of the Asserted Liability, as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party will make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Asserted Liability and such other information in its possession that the Indemnifying Party may reasonably request for indemnification purposes of such investigation. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said 20 Business Day period (a “Claim Notice”); providedor any mutually agreed upon extension thereof) on the validity and amount of such Asserted Liability, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice promptly pay to the Indemnified Party within thirty (30) Business Days following its receipt the full amount of a Claim Notice that the claim by wire transfer of immediately available funds to an account designated by the Indemnified Party. If the Indemnified Party and the Indemnifying Party disputes its liability do not agree at or prior to the expiration of said 20 Business 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 under this Article XI (an “Indemnification Objection”) or the Indemnifying Party will be deemed to have rejected such claim, in which event may pursue the other party will be free to pursue such remedies as may be available to themthem under this Agreement.

Non-Third Party Claims. Within thirty The Indemnified Party will notify the Indemnifying Party in writing promptly (30and in any event on or before the applicable survival date for such indemnity claim pursuant to Section 8.01) Business Days after a party obtains knowledge becoming aware of any claim that it has sustained any Damages not involving a Third the Indemnified Party Claim or action which such party reasonably believes may give rise is entitled to a claim for indemnification from another party hereunder, such Indemnified Party which notice shall deliver notice of such claim to the Indemnifying Party, together with a brief description of set forth in reasonable detail the facts and data circumstances on which support such claim is based, the claim provisions of this Agreement pursuant to which indemnification is being sought (including the representations, warranties, covenants or agreements alleged to have been breached) and an estimate of the Indemnified Party’s Losses for which indemnification is being sought (a “Claim Notice”if ascertainable); provided, however, provided that any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its from any indemnification obligations hereunder, except that it may have to the Indemnified Party hereunder other than to the extent that the Indemnifying Party is actually and materially prejudiced thereby. Any Claim Notice must be made During the fifteen (15) day period immediately following the delivery of any notice pursuant to the immediately preceding sentence of this Section 8.04(b), the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to and the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability shall, in good faith, attempt to resolve any dispute related such claim for indemnity by the Indemnified Party under this Article XI (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to themParty.

Non-Third Party Claims. Within thirty (30) Business Days after a party obtains knowledge that it has sustained any Damages not involving a Third If the Claims Notice from the Indemnified Party Claim or action which such party reasonably believes may give rise pertains to an Asserted Liability other than a claim for indemnification or demand from another party hereundera third party, such Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify then the Indemnifying Party shall not relieve have 30 days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party of its indemnification obligations hereunder, except to the extent that Asserted Liability as the Indemnifying Party is actually prejudiced therebydeems necessary or desirable. Any Claim Notice must be made For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party not later than the information relied upon by the Indemnified Party to substantiate the Asserted Liability. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said 30-day period (or any mutually agreed upon extension thereof) on the applicable survival period specified in Section 11.1 above. If validity and amount of such Asserted Liability, the Indemnifying Party does not deliver notice shall promptly pay to the Indemnified Party within thirty (30) Business Days following its receipt the full amount of a Claim Notice that the claim in the manner provided for hereunder. If the Indemnified Party and the Indemnifying Party disputes its liability do not agree at or prior to the expiration of said 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 under this Article XI (an “Indemnification Objection”) and the Indemnifying Party will be deemed to have rejected such claim, in which event may pursue the other party will be free to pursue such remedies as may be available to themunder this Agreement.

Non-Third Party Claims. Within thirty (30) Business Days after a party obtains knowledge that it has sustained In the event any Damages not involving a Third Indemnified Party Claim or action which such party reasonably believes may give rise to should have a claim for indemnification from another party hereunderunder Section 7.01 against any Indemnifying Party that does not involve a Third-Party Claim, such the Indemnified Party shall deliver notice of such claim an Indemnity Notice with reasonable promptness to the Indemnifying Party, together with a brief description of . The failure or delay by any Indemnified Party to give the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party Indemnity Notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 aboveby such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not deliver notice dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that on demand. If the Indemnifying Party disputes has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party under this Article XI (an “Indemnification Objection”) will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Indemnifying Party will Resolution Period, such dispute shall be deemed to have rejected such claim, resolved by litigation in which event the other party will be free to pursue such remedies as may be available to thema court of competent jurisdiction.

Non-Third Party Claims. Within thirty (30) Business Days after a party Party obtains knowledge that it has sustained any Damages not involving a Third Party Claim or action which such party Party reasonably believes may give rise to a claim for indemnification from another party hereunder, such Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI (an “Indemnification Objection”) the Indemnifying Party will shall be deemed to have rejected accepted liability for such claim, in which event the other party will shall be free to pursue such remedies as may be available to them.

Non-Third Party Claims. Within thirty The Indemnified Party will notify the Indemnifying Party in writing promptly (30and in any event on or before the applicable survival date for such indemnity claim pursuant to Section 9.1) Business Days after a party obtains knowledge that it has sustained becoming aware of any Damages not involving a Third matter for which the Indemnified Party Claim or action which such party reasonably believes may give rise be entitled to a claim for indemnification from another party hereunder, such Indemnified Party which notice shall deliver notice of such claim to the Indemnifying Party, together with a brief description of set forth in reasonable detail the facts and data circumstances on which support such claim is based, the claim provisions of this Agreement pursuant to which indemnification is being sought (including the representations, warranties, covenants or agreements alleged to have been breached) and an estimate of the Indemnified Party’s Losses for which indemnification is being sought (a “Claim Notice”if ascertainable); provided, however, provided that any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its from any indemnification obligations hereunder, except that it may have to the Indemnified Party hereunder other than to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made During the 30-day period immediately following the delivery of any notice pursuant to the immediately preceding sentence of this Section 9.5(b), the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to and the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability shall, in good faith, attempt to resolve any dispute related such claim for indemnity by the Indemnified Party under this Article XI (an “Indemnification Objection”) the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to themParty.

Non-Third Party Claims. Within thirty (30) Business Days after In the event the Indemnified Party should have a party obtains knowledge claim for Losses against the Indemnifying Party hereunder that it has sustained any Damages does not involving involve a Third Party Claim being asserted against or action which such party reasonably believes may give rise sought to a claim for indemnification be collected from another party hereunderthe Indemnified Party, such the Indemnified Party shall deliver an Indemnity Notice (as defined below) with reasonable promptness to the Indemnifying Party after the Indemnified Party has actual notice of such claim claim. The failure by any Indemnified Party to give the Indemnifying Party, together with a brief description of notice referred to in the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party preceding sentence shall not relieve the Indemnifying Party of its indemnification obligations hereunder, impair such Indemnified Party’s rights hereunder except to the extent that the an Indemnifying Party is actually demonstrates that it has been prejudiced thereby. Any Claim Notice must be made to the The Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to and the Indemnified Party agree to proceed in good faith to negotiate a resolution of any dispute relating to such a claim for Losses within thirty sixty (3060) Business Days days following its receipt of a Claim Notice that any Indemnity Notice. If any such claim is not resolved within the Indemnifying Party disputes its liability foregoing period, the parties to this Agreement may pursue any available remedies (but subject to the Indemnified Party under this Article XI (an “Indemnification Objection”) limitations of Sections 10.3, 13.12 and 13.13 and the Indemnifying Party will be deemed to have rejected such claim, in which event the other party will be free to pursue such remedies as may be available to themjury trial waiver provision set forth herein).

Non-Third Party Claims. Within thirty (30) Business Days after In the event any Indemnified Party should ----------------------- have a party obtains knowledge that it has sustained claim against any Damages Indemnifying Party hereunder which does not involving involve a Third Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunderClaim, such the Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made transmit to the Indemnifying Party not later than a written notice (the expiration "Indemnity Notice") describing in reasonable detail the nature of the applicable survival period specified in Section 11.1 aboveclaim, 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. If the Indemnifying Party does not deliver notice to notify the Indemnified Party within thirty (30) Business Days following its days from the Indemnifying Party's receipt of a Claim the Indemnity Notice that the Indemnifying Party disputes its liability to such claim, the claim specified by the Indemnified Party under this Article XI (an “Indemnification Objection”) in the Indemnity Notice shall be deemed a liability of the Indemnifying Party will be deemed to hereunder; provided, however, that, if Buyer asserts a claim that is not a Third Party Claim and the Indemnifying Party does not dispute such claim in a timely manner in accordance with this Section 8.3, Buyer shall have rejected such claim, offset and recoup its Losses as provided in which event the other party will be free to pursue such remedies as may be available to themSection 8.4.