Common use of Notice and Determination of Claims Clause in Contracts

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers.

Notice and Determination of Claims. If any Indemnitee believes that it has sustained or incurred any Losses that are indemnifiable under this Article X (a) If a Purchaser Group Member or Seller Group Member (“Claim”), such Indemnitee shall so notify the “Indemnified Party”) has a Indemnitor promptly in writing specifying the basis hereunder upon which the Indemnitee’s claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail is asserted and the facts giving rise to any claim for indemnification hereunder and shall include in circumstances concerning such Claim Notice (to the extent then known or ascertainable) Claim, describing such Losses, the amount thereof, or a good faith estimate of the amount, and the method of computation of such Losses, all with reasonable particularity, in each case to the extent known (the “Claim Notice”). After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under this Article X shall be determined: (a) by the written agreement between the Parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Parties shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnitee shall have the burden of proof in establishing the amount of Losses suffered by such claimIndemnitee. A failure by an Indemnitee to give timely, complete or accurate notice as provided in this Section 10.5 or in Section 10.6 will not affect the rights or obligations of any Party except and a reference only to the provision extent that the Party entitled to receive such notice was materially damaged or prejudiced as a result of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such timely notice shall not relieve the Indemnitor of vis-à-vis its rights and obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellersotherwise.

Notice and Determination of Claims. (a) If a Purchaser any Parent Group Member or Seller any Shareholder Group Member believes that it has suffered or incurred any Loss or incurred any Expense, such Parent Group Member or Shareholder Group Member, as the case may be (the “Indemnified PartyPerson”) has a claim for indemnification under this Article IX), such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party so notify (the “Indemnitor”) a notice in writing (a “Claim Notice”) the Shareholder Representative or Parent, as soon as practical the case may be, promptly in writing describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known Loss or ascertainable) Expense, the amount or thereof, if known, and the method of computation of the amount of such claimLoss or Expense, all with reasonable particularity and containing a reference to the provision provisions of this Agreement upon in respect of which such Loss or Expense shall have occurred, and shall also indicate, if applicable, whether such claim is based; providedpayable from the Indemnity Fund, and if so from which Individual Escrow Accounts thereof (as defined in the Escrow Agreement), or by the Parent, the Shareholders or the DolEx Class B Shareholders. The omission by the Indemnified Person to give notice as provided herein shall not relieve any indemnification obligation under this Article X except to the extent that such omission results in a Claim Notice failure of actual notice to Parent or the Shareholder Representative, as the case may be, and Parent or the holders of Company Shares immediately prior to the Effective Time, as the case may be, are damaged as a result of such failure to give notice. If any action at law or suit in respect of any pending or threatened Legal Proceeding equity is instituted by or against a third Person as party with respect to which indemnification will be sought (each such Legal Proceeding being any Indemnified Person intends to claim any liability or expense as a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification Loss or Expense under this Article IX. For X, such Indemnified Person shall promptly notify Parent or the avoidance Shareholder Representative, as the case may be, of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references such action or suit as specified in this Article IX Section 10.10. The Indemnified Person shall use reasonable efforts to minimize any agreement, acknowledgment, election, decision, consent, conduct, control Loss or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, Expense for which shall be binding upon each of the Sellersindemnification is sought hereunder.

Notice and Determination of Claims. (a) If a Purchaser Group Member any Indemnified Party believes that it has sustained or Seller Group Member (the “Indemnified Party”) has a claim incurred any Losses for indemnification under this Article IXwhich it may be entitled to indemnification, such Indemnified Party shall give to so notify the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice indemnifying party promptly in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail specifying the facts giving rise to any basis hereunder upon which the Indemnified Party’s claim for indemnification hereunder is asserted and the amount of Losses being claimed. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a person shall include be entitled under this ARTICLE 8 shall be: (a) if the Indemnifying Party does not respond (in writing to the Indemnified Party) to such Claim Notice (to the extent then known or ascertainable) the amount or the method within 15 Business Days of computation of the amount receipt of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the full amount claimed by the Indemnified Party shall include in the Claim Notice; or (b) if the Indemnifying Party does respond (in writing to the Indemnified Party) to such Claim Notice its reasonable estimate within 15 Business Days of receipt of such Claim Notice, (i) by the maximum Losses that may result from such claim written agreement between the parties; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the parties shall agree in writing. The judgment or decree of a court shall be deemed final when the time for indemnification under this Article IX. For the avoidance of doubtappeal, if the Sellers collectively are the Indemnitor with respect any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. A failure by an Indemnified Party to any indemnification claimgive timely, all references complete or accurate notice as provided in this Article IX ARTICLE 8 will not affect the rights or obligations of any party hereunder except and only to any agreementthe extent that, acknowledgment, election, decision, consent, conduct, control or other act or omission as a result of such Indemnitor means the agreementfailure, acknowledgment, election, decision, consent, conduct, control any party entitled to receive such notice was damaged or other act or omission prejudiced as a result of the Required Sellers, which shall be binding upon each of the Sellerssuch failure to give timely notice vis-à-vis its rights and obligations hereunder.

Notice and Determination of Claims. An Indemnified Party seeking indemnification hereunder, whether or not the applicable dollar amount limitations specified in Section 8.4 have been exceeded, shall promptly notify Seller (a) If a Purchaser Group Member or Seller Group Member (sometimes referred to in this Article VII as the “Indemnified Indemnifying Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a the “Claim Notice”) as soon as practical describing of any claim, action, suit, proceeding, demand or breach (collectively, a “Claim”) with respect to which the Indemnified Party claims indemnification hereunder. Any Claim Notice delivered under this Section 8.3 shall describe in reasonable detail the facts giving rise to any and circumstances on which the asserted indemnification claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of is based, specify the amount of such claimindemnification claim if then ascertainable and, and a reference if not then ascertainable, the estimated amount thereof, shall specify the basis for indemnification pursuant to this Agreement. After receipt of the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party and the Indemnifying Party shall include first attempt to negotiate in good faith a written resolution of such disputed Claim within a period not to exceed sixty (60) days from the date of receipt of a request for such negotiation. Such negotiations shall be conducted by officers of each of the Indemnifying Party and the Indemnified Party who have authorization to resolve such disputed claim. In the event the Indemnifying Party and the Indemnified Party cannot negotiate a written resolution to such disputed claim during such sixty (60) day negotiation period, the disputed Claim will be resolved in accordance with this Agreement. A failure by the Indemnified Party to deliver a Claim Notice shall not relieve the Indemnifying Party of its reasonable estimate of the maximum Losses that may result from such claim for indemnification obligations under this Article IX. For VIII except to the avoidance of doubtextent, if the Sellers collectively are the Indemnitor with respect to any indemnification claimat all, all references that such Indemnifying Party shall have been materially prejudiced thereby and except as set forth in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the SellersSection 8.4(a).

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member any Person entitled to indemnification hereunder (the “Indemnified PartyIndemnitee”) believes that it has a claim for indemnification sustained or incurred any Losses that are recoverable under this Article IXX (a “Claim”), such Indemnified Party Indemnitee shall give to so notify the Party obligated to provide such indemnification to such Indemnified Party (the “Indemnitor”) a notice promptly in writing (a “Claim Notice”) as soon as practical describing in reasonable detail specifying the facts giving rise to any basis hereunder upon which the Indemnitee’s claim for indemnification hereunder is asserted and shall include in the facts and circumstances concerning such Claim Notice (to the extent then known or ascertainable) Claim, describing such Losses, the amount thereof, or a good faith estimate of the amount, and the method of computation of such Losses, all with reasonable particularity, in each case to the extent known (the “Claim Notice”). After the giving of any Claim Notice pursuant hereto, the amount of such claimindemnification to which a person shall be entitled under this Article X shall be determined: (a) by the written agreement between the Parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Parties shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and a reference no appeal shall have been taken or when all appeals taken shall have been finally determined. A failure by an Indemnitee to give timely notice as provided in this Section 10.5 or in Section 10.6 will not affect the rights or obligations of any Party except and only to the provision extent that, as a result of this Agreement upon which such claim is based; providedfailure, that the Party entitled to receive such notice was materially damaged as a Claim Notice in respect result of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such timely notice shall not relieve the Indemnitor of vis-à-vis its rights and obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellersotherwise.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member The party which is entitled to indemnification hereunder (for purposes of this Section 8.4, the “Indemnified PartyPerson”) has a claim may make claims for indemnification under this Article IX, such Indemnified Party shall give hereunder by promptly giving written notice thereof to the Party obligated party required to provide indemnification to such Indemnified Party indemnify (for purposes of this Section 8.4, the “Indemnitor”) ). If indemnification is sought for a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding liability asserted by or against a third Person as to which indemnification will be sought party (each such Legal Proceeding being a the “Third Person Claim”) ), the Indemnified Person shall be given also give written notice thereof to the Indemnitor promptly after it receives notice of the Legal Proceeding is commenced; provided further that claim or liability being asserted, but the failure to give such notice do so, or any delay in doing so, shall not relieve the Indemnitor of its obligations hereunder except indemnification obligation under this Article VIII, unless, and then only to the extent it shall have been that, the rights and remedies of the Indemnitor are materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate as a result of the maximum Losses that may result from failure to give, or delay in giving, such notice. Such notice shall in good faith summarize the bases for the claim for indemnification under this Article IX. For (the avoidance of doubt“Claim Notice”) describing such Loss or Expense, the amount thereof, if known, and the Sellers collectively are the Indemnitor with respect to any indemnification claimmethod of computation of such Loss or Expense, all references in with reasonable particularity and containing a reference to the provisions of this Article IX to Agreement, any agreement, acknowledgment, election, decision, consent, conduct, control certificate or other act agreement delivered pursuant hereto in respect of which such Loss or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which Expense shall be binding upon each of the Sellershave occurred.

Notice and Determination of Claims. An Indemnified Party seeking indemnification hereunder, whether or not the applicable dollar amount limitations specified in Section 8.5 have been exceeded, shall promptly notify the Purchaser or the Seller, as the case may be, (a) If a Purchaser Group Member or Seller Group Member (sometimes referred to in this Article VII as the “Indemnified Indemnifying Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a the “Claim Notice”) as soon as practical describing of any claim, action, suit, proceeding, demand or breach (collectively, a “Claim”) with respect to which the Indemnified Party claims indemnification hereunder. Any Claim Notice delivered under this Section 8.4 shall describe in reasonable detail the facts giving rise to any claim for and circumstances on which the asserted indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of is based, specify the amount of such claimindemnification Claim if then ascertainable and, and a reference if not then ascertainable, the estimated amount thereof, shall specify the basis for indemnification pursuant to this Agreement. After receipt of the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party and the Indemnifying Party shall include first attempt to negotiate in good faith a written resolution of such disputed Claim within a period not to exceed sixty (60) days from the date of receipt of a request for such negotiation. Such negotiations shall be conducted by officers of each of the Indemnifying Party and the Indemnified Party who have authorization to resolve such disputed Claim. In the event the Indemnifying Party and the Indemnified Party cannot negotiate a written resolution to such disputed Claim during such sixty (60) day negotiation period, the disputed Claim will be resolved in accordance with this Agreement. A failure by the Indemnified Party to deliver a Claim Notice shall not relieve the Indemnifying Party of its reasonable estimate of the maximum Losses that may result from such claim for indemnification obligations under this Article IX. For VIII except to the avoidance of doubtextent, if the Sellers collectively are the Indemnitor with respect to any indemnification claimat all, all references that such Indemnifying Party shall have been materially prejudiced thereby and except as set forth in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the SellersSection 8.5(a).

Notice and Determination of Claims. (a) If any Acquiror Indemnitee or Company Indemnitee (each, an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to Section 7.1 any Principal Shareholder (or prior to the Closing, the Company), with respect to an Acquiror Indemnitee, or from Acquiror, with respect to a Purchaser Group Member or Seller Group Member Company Indemnitee, as the case may be (the “Indemnified Party”) has a claim for indemnification under this Article IX"Indemnitors"), in respect of any Damages, such Indemnified Party Indemnitee shall give to the Party obligated to provide indemnification to all potential Indemnitors prompt written notice thereof. Any such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing shall set forth in reasonable detail and, if and to the facts giving rise extent then known, the amount of Damages (or an estimate thereof) arising from such claim and the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations adversely affect such Indemnitee's right to indemnity hereunder except to the extent it that such failure adversely affects the rights of the Indemnitor to assert any reasonable defense to such claim. The Indemnitors shall have been materially prejudiced fifteen (15) Business Days following their receipt of such notice either (i) to acquiesce in such claim by giving such Indemnitee written notice of such acquiescence or (ii) to object to the claim by giving such Indemnitee written notice of the objection. If any Indemnitor acquiesces in such claim, such Indemnitee shall be entitled to be indemnified by the acquiescing Indemnitor for such Damages incurred by such failureIndemnitee in respect of such claim. To If no such agreement can be reached after good faith negotiation, either Indemnitee or the extent that Losses are not capable of being calculated at Indemnitor may, by written notice to the time of any Claim Notice, other demand arbitration (the Indemnified Party shall include in such Claim Notice its reasonable estimate "Demand") of the maximum Losses that may result from matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such claim for indemnification under this Article IXamount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. For the avoidance of doubt, if the Sellers collectively are Indemnitee and the Indemnitor with respect shall each select one arbitrator within fifteen (15) Business Days following the Demand, and the two arbitrators so selected shall select a third arbitrator within fifteen (15) Business Days thereafter, each of which arbitrators shall be independent. In the event that either Indemnitee or the Indemnitor fails to appoint an arbitrator within the period prescribed, or such appointed arbitrators fail to appoint the third arbitrator within the period prescribed, any indemnification claimsuch arbitrators that have not been so appointed shall be appointed by the American Arbitration Association following written request of either Indemnitee or the Indemnitor. The arbitrators shall set a limited time period (not to exceed 90 days) and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, all references adequate in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission sole judgment of the Required Sellersarbitrators, which shall be binding upon each of the Sellers.to discover relevant information

Notice and Determination of Claims. (a) If a Purchaser Group Member any Indemnified Person reasonably believes in good faith that it has sustained or Seller Group Member (the “Indemnified Party”) has a claim for indemnification incurred, or is reasonably likely to sustain or incur, any Indemnifiable Losses that are recoverable under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing X (a “Claim”), Buyer, if such Indemnified Person is a Buyer Indemnitee, or Seller, if such Indemnified Person is a Seller Indemnitee, shall notify the Indemnifying Party reasonably promptly in writing specifying the basis hereunder upon which the Indemnified Person’s Claim Notice”) as soon as practical describing in reasonable detail for indemnification is asserted and the facts giving rise to any claim for indemnification hereunder and shall include in circumstances concerning such Claim Notice (to the extent then known or ascertainable) Claim, describing such Indemnifiable Losses, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of such Indemnifiable Losses, all with reasonable particularity based on the information then available to such Person (the “Claim Notice”). After the giving of any Claim Notice pursuant hereto, the amount of such claimindemnification to which a Person shall be entitled under this Article X shall be determined: (a) by the written agreement between the Parties; (b) by a final Order of any court of competent jurisdiction; or (c) by any other means to which the Parties shall agree in writing. An Order of a court of competent jurisdiction shall be deemed final when the time for appeal, if any, shall have expired and a reference no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Person shall have the burden of proof in establishing the amount of Indemnifiable Losses suffered. A failure by an Indemnified Person to give reasonably prompt notice as provided in this Section 10.9 will not release, waive or otherwise affect or relieve the obligations of any Party hereunder (unless delivered after the applicable limitation Date set forth in Section 10.1, in which case the Indemnified Person shall have no recourse with respect thereto) except and only to the provision extent that, as a result of this Agreement upon which such claim is based; providedfailure, that any party entitled to receive such notice was actually and materially prejudiced as a Claim Notice in respect result of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellersreasonably prompt notice.

Notice and Determination of Claims. (a) If a Purchaser Group Member any Indemnified Party believes that it has sustained or Seller Group Member (incurred any Damages for which it may be entitled to indemnification, whether or not the “Indemnified Party”) applicable dollar limitation specified by Article XI has a claim for indemnification under this Article IXbeen exceeded, such Indemnified Party shall give to so notify the Indemnifying Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice promptly in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail specifying the facts giving rise to any basis hereunder upon which the Indemnified Party’s claim for indemnification hereunder is asserted and shall include in describing such Claim Notice Damages, the amount thereof, if known, or a good faith estimate (to the extent then known or ascertainablepracticable) of the amount or amount, and the method of computation of such Damages, all with reasonable particularity. After the giving of any Claim Notice pursuant hereto, the amount of such claimindemnification to which a person shall be entitled under this Article XI shall be determined in accordance with the provisions set forth in this Section 11.5 and Section 11.6 or: (a) by the written agreement between the parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the parties shall agree. For purposes of this Article XI, the judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and a reference no appeal shall have been taken or when all appeals taken shall have been finally determined. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article XI will not affect the rights or obligations of any party hereunder except and only to the provision extent that, as a result of this Agreement upon which such claim is based; providedfailure, that any party entitled to receive such notice was materially damaged as a Claim Notice in respect result of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such timely notice shall not relieve the Indemnitor of vis-à-vis its rights and obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellersotherwise.

Notice and Determination of Claims. (a) If a Purchaser Group Member any Indemnified Party believes that it has sustained or Seller Group Member (the “Indemnified Party”) has a claim incurred any Losses for indemnification under this Article IXwhich it may be entitled to indemnification, such Indemnified Party shall give so notify the Indemnifying Party promptly, and in any case (other than with respect to a Third Party Claim) within 30 days of the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice becoming aware that such Losses have been sustained or incurred, in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail specifying the facts giving rise to any basis hereunder upon which the Indemnified Party’s claim for indemnification hereunder is asserted and shall include in such the amount of Losses being claimed. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a person shall be entitled under this Article 9 shall be determined: (a) by the written agreement between the parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the parties shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article 9 will not affect the rights or obligations of any party hereunder except and only to the extent then known or ascertainable) the amount or the method of computation of the amount that, as a result of such claimfailure, and any party entitled to receive such notice was damaged or prejudiced as a reference to the provision result of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such timely notice shall not relieve the Indemnitor of vis-à-vis its rights and obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellershereunder.

Notice and Determination of Claims. (a) If a Purchaser Subject to the limitations of this Article X, if any CLARCOR Group Member (with respect to Section 10.1) or the Stockholders (with respect to Section 10.2) has paid, incurred or properly accrued or reasonably anticipates that it will have to pay, incur or accrue any Loss or Expense for which indemnity is available to such respective party under said Section 10.1 or Section 10.2, as the case may be, such CLARCOR Group Member or Seller Group Member the Stockholders, as the case may be (the “Indemnified PartyPerson”) has a claim for indemnification under this Article IX), such Indemnified Party shall give to so notify the Party parties obligated to provide indemnification to such Indemnified Party Person (the “Indemnitor”) a notice in accordance with the provisions of this Article X, promptly in writing and in accordance with Section 12.3 (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known Loss or ascertainable) Expense, the amount thereof, or if unknown, a reasonable estimate thereof, the date each such item was paid, incurred or properly accrued, or the basis for such anticipated liability, and the method of computation of the amount of such claimLoss or Expense, all with reasonable particularity and containing a reference to the provision provisions of this Agreement upon in respect of which such claim is basedLoss or Expense shall have occurred; provided, however, that a Claim Notice in respect of any pending or threatened Legal Proceeding the omission by or against a third the Indemnified Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice as provided herein shall not relieve the Indemnitor of its obligations hereunder indemnification obligation under this Article X except to the extent it shall have been that such Indemnitor is materially prejudiced damaged as a result of such failure to give notice. If any action at law or suit in equity is instituted by such failure. To the extent that Losses are not capable of being calculated at the time of or against a third party with respect to which any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such Person intends to claim for indemnification any liability or expense as Loss or Expense under this Article IX. For the avoidance of doubtX, if the Sellers collectively are such Indemnified Person shall promptly notify the Indemnitor with respect to any indemnification claim, all references of such action or suit as specified in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the SellersSection 10.3.

Notice and Determination of Claims. If any Giga-tronics Indemnitee or Shareholder Indemnitee (aeach, an "Indemnitee") If shall believe that such Indemnitee is entitled to indemnification pursuant to Section 9.01 from any Microsource Shareholder (or prior to the Closing, Microsource), with respect to a Purchaser Group Member Giga-tronics Indemnitee, or Seller Group Member from Giga-tronics, with respect to a Shareholder Indemnitee, as the case may be (the “Indemnified Party”) has a claim for indemnification under this Article IX"Indemnitors"), in respect of any Damages, such Indemnified Party Indemnitee shall give to the Party obligated to provide indemnification to all potential Indemnitors prompt written notice thereof. Any such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing shall set forth in reasonable detail and, if and to the facts giving rise extent then known, the amount of Damages (or an estimate thereof) arising from such claim and the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations adversely affect such Indemnitee's right to indemnity hereunder except to the extent it that such failure adversely affects the rights of the Indemnitor to assert any reasonable defense to such claim. The Indemnitors shall have been materially prejudiced fifteen (15) business days following their receipt of such notice either (i) to acquiesce in such claim by giving such Indemnitee written notice of such acquiescence or (ii) to object to the claim by giving such Indemnitee written notice of the objection. If any Indemnitor acquiesces in such claim, such Indemnitee shall be entitled to be indemnified by the acquiescing Indemnitor for such Indemnitor's share (which may be the entire amount if so provided in this Agreement) of the Damages incurred by such failureIndemnitee in respect of such claim. To If one (1) or more of the extent that Losses are Indemnitors object to such claim in the manner required above by the expiration of such fifteen (15) business day period, representatives of the Indemnitor and Indemnitee (in the event the Indemnitor or Indemnitee is a corporation or other business entity, such representative shall be a member of senior management) shall meet to attempt to resolve such dispute. If the dispute cannot capable be resolved by such representatives within twenty (20) business days either party may make a written demand for formal dispute resolution and specify therein the scope of being calculated at the time of any Claim Noticedispute. Within thirty (30) calendar days after such written notification, the Indemnified Party Indemnitor and Indemnitee shall include in meet for one (1) day with an impartial mediator (such Claim Notice its reasonable estimate of mediator to be chosen by the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission mutual agreement of such Indemnitor means and Indemnitee) and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the agreementone (1) day mediation, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which either party may begin litigation Proceedings. Nothing in this section shall be binding upon each of the Sellersdeemed to require arbitration.

Notice and Determination of Claims. (a) If a Purchaser Group Member any Indemnified Party believes that it has sustained or Seller Group Member (incurred any Damages, whether or not the “Indemnified Party”) applicable dollar limitation specified by ‎Article IX has a claim for indemnification under this Article IXbeen exceeded, such Indemnified Party shall give to so notify the Indemnifying Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice promptly in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail specifying the facts giving rise to any basis hereunder upon which the Indemnified Party’s claim for indemnification hereunder is asserted and shall include in describing such Claim Notice (to the extent then known or ascertainable) Damages, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of the amount of such claimDamages, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except all with reasonable particularity to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IXthen known. For the avoidance of doubt, all Damages caused by, arising out of, or resulting from the facts and circumstances set forth in a Claim Notice shall be deemed reported at the time such Claim Notice was first delivered to the Indemnifying Party, regardless of whether such Damages were known or knowable at the time of such delivery or whether or not all or any portion of such Damages had yet been sustained by the Indemnified Party. Subject to the terms hereof, the Indemnifying Party shall, within 30 days of receipt of a Claim Notice pursuant to this Section 9.6, either settle the amount of any valid claim, or, if the Sellers collectively are Indemnifying Party does not agree to the Indemnitor with respect amount of Damages claimed by the Indemnified Party, deliver written notice to the Indemnified Party disputing such claim in whole or in part. In the event of any such dispute, the amount of indemnification to which a person shall be entitled under this ‎Article IX shall be determined: (a) by the written agreement between the parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the parties shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this ‎Article IX (including pursuant to this Section 9.5 and Section 9.6) will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was actually and materially prejudiced as a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise. For purposes of this ‎Article IX, the Equityholder Representative has the full, and sole and exclusive, authority to act, and shall act, on behalf of any Equityholder as either an Indemnifying Party or the Indemnified Party. Without limiting the foregoing, any notice that a Purchaser Indemnitee shall be required to give to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which Equityholder shall be binding upon each satisfied by the delivery of notice by the SellersPurchaser Indemnitee to the Equityholder Representative.

Notice and Determination of Claims. If any Giga-tronics Indemnitee or Shareholder Indemnitee (aeach, an "Indemnitee") If shall believe that such Indemnitee is entitled to indemnification pursuant to Section 9.01 from any Microsource Shareholder (or prior to the Closing, Microsource), with respect to a Purchaser Group Member Giga-tronics Indemnitee, or Seller Group Member from Giga-tronics, with respect to a Shareholder Indemnitee, as the case may be (the “Indemnified Party”) has a claim for indemnification under this Article IX"Indemnitors"), in respect of any Damages, such Indemnified Party Indemnitee shall give to the Party obligated to provide indemnification to all potential Indemnitors prompt written notice thereof. Any such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing shall set forth in reasonable detail and, if and to the facts giving rise extent then known, the amount of Damages (or a good faith estimate thereof) arising from such claim and the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations adversely affect such Indemnitee's right to indemnity hereunder except to the extent it that such failure adversely affects the rights of the Indemnitor to assert any reasonable defense to such claim. The Indemnitors shall have been materially prejudiced fifteen (15) business days following their receipt of such notice either (i) to acquiesce in such claim by giving such Indemnitee written notice of such acquiescence or (ii) to object to the claim by giving such Indemnitee written notice of the objection. If any Indemnitor acquiesces in such claim, such Indemnitee shall be entitled to be indemnified by the acquiescing Indemnitor for such Indemnitor's share (which may be the entire amount if so provided in this Agreement) of the Damages incurred by such failureIndemnitee in respect of such claim. To If one (1) or more of the extent that Losses are Indemnitors object to such claim in the manner required above by the expiration of such fifteen (15) business day period, representatives of the Indemnitor and Indemnitee (in the event the Indemnitor or Indemnitee is a corporation or other business entity, such representative shall be a member of senior management) shall meet to attempt to resolve such dispute. If the dispute cannot capable be resolved by such representatives within twenty (20) business days either party may make a written demand for formal dispute resolution and specify therein the scope of being calculated at the time of any Claim Noticedispute. Within thirty (30) calendar days after such written notification, the Indemnified Party Indemnitor and Indemnitee shall include in meet for one (1) day with an impartial mediator (such Claim Notice its reasonable estimate of mediator to be chosen by the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission mutual agreement of such Indemnitor means and Indemnitee) and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the agreementone (1) day mediation, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which either party may begin litigation Proceedings. Nothing in this section shall be binding upon each of the Sellersdeemed to require arbitration.

Notice and Determination of Claims. If there occurs an event which a Parent Indemnified Party (aa “Claiming Party”), asserts is an indemnifiable event pursuant to this Article V, the Claiming Party shall notify the Sellers (with copy to the Escrow Agent) If a Purchaser Group Member or Seller Group Member (the “Indemnified Notice Party”) has promptly. A notice of a claim will describe in reasonable detail the nature of the claim, including an estimate of the amount of Damages that have been or may be suffered or incurred by the Indemnified Party attributable to such claim (to the extent reasonably ascertainable at such time), the basis of the Claiming Party’s request for indemnification under this Article IX, such Indemnified Party shall give to Agreement and all information in the Party obligated to provide indemnification Claiming Party’s possession relating to such Indemnified claim. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Claiming Party will give such Notice Party prompt written notice of such claim or the commencement of such action or proceeding, but in any event within ten (the “Indemnitor”10) Business 42 Days after receipt of such claim or notice or commencement of any such action or proceeding. Such notice shall be a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise condition precedent to any claim for indemnification hereunder and shall include in such Claim Notice (obligation to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is basedindemnify hereunder; provided, however, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such provide prompt notice shall as provided herein will not relieve eliminate the Indemnitor of its obligations right to indemnification hereunder except to the extent that such failure prejudices the Notice Party hereunder. In case any such third party action shall be brought against any Claiming Party and it shall have been materially prejudiced by such failure. To notify the Notice Party of the commencement thereof, the Notice Party, shall be entitled to participate therein and, to the extent that Losses are not capable of being calculated at the time of any Claim Noticeit shall wish, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor and solely with respect to claims involving monetary damages, to assume the defense thereof, with counsel reasonably satisfactory to the Claiming Party and, after notice from the Notice Party to the Claiming Party of such election so to assume the defense thereof, the Claiming Party shall not be entitled to be indemnified for any indemnification legal expenses of other counsel or any other expenses subsequently incurred by such party in connection with the defense thereof. The Claiming Party agrees to cooperate fully with the Notice Party and its counsel in the defense against any such asserted liability. The Claiming Party shall have the right to participate at its own expense in the defense of such asserted liability. No Notice Party shall consent to the entry of any judgment or enter into any settlement without the consent of the Claiming Party (A) if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Claiming Party of a release from all liability in respect to such claim, all references (B) if such judgment or settlement would result in this Article IX to the finding or admission of any agreementviolation of Law, acknowledgment, election, decision, consent, conduct, control or (C) if as a result of such consent or settlement injunctive or other act or omission of such Indemnitor means equitable relief would be imposed against the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the SellersClaiming Party.

Notice and Determination of Claims. If any Person entitled to indemnification hereunder (a) If a Purchaser Group Member or Seller Group Member (the an “Indemnified Party”) believes that it has a claim for indemnification under this Article IXsustained or incurred or is likely to sustain or incur any Losses, whether or not any applicable dollar limitation has been exceeded, such Indemnified Party shall give to so notify the Party party obligated to provide indemnification to such indemnify the Indemnified Party (the “IndemnitorIndemnifying Party”) a notice promptly in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail specifying the facts giving rise to any basis hereunder upon which the Indemnified Party’s claim for indemnification hereunder is asserted and describing such Losses, the amount thereof, if known, or a good faith estimate of the amount. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Person shall include be entitled under this Article 7 shall be final and deemed an “Admitted Claim” upon any of the following events: (a) the Indemnifying Party does not contest such claim within thirty (30) days after delivery of the Claim Notice or any Indemnifying Party contest is subsequently withdrawn in its entirety by the Indemnifying Party, in which case the amount of the claim shall equal the amount set forth in the Claim Notice; (b) such claim is settled by the written agreement of the Indemnifying Party and the Indemnified Party, in which case the amount of the claim shall be equal to the amount set forth in such Claim Notice agreement; or (c) an Order shall have been issued with respect to such claim, in which case the amount of the claim shall be equal to the amount, if any, awarded to the Indemnified Party by such award or court with respect to such claim. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article 7 will not affect the rights or obligations of any party hereunder except and only to the extent then known or ascertainable) the amount or the method of computation of the amount that, as a result of such claimfailure, and any party entitled to receive such notice was materially damaged as a reference to the provision result of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such timely notice shall not relieve the Indemnitor of vis-à-vis its rights and obligations hereunder except to the extent it or otherwise. Until such time as a claim shall have been materially prejudiced (x) become an Admitted Claim or (y) be withdrawn by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, written notice delivered by the Indemnified Party to the Indemnifying Party, it shall include in such Claim Notice its reasonable estimate be an “Unresolved Claim.” The amount of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which Unresolved Claim shall be binding upon each of the Sellersamount set forth in the related Claim Notice.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds. 9.4.

Notice and Determination of Claims. An Indemnified Party seeking indemnification hereunder, whether or not the applicable dollar amount limitations specified in Section 9.5 have been exceeded, shall promptly notify the Seller or the Purchaser (aas applicable) If a Purchaser Group Member or Seller Group Member (sometimes referred to in this Article IX as the “Indemnified Indemnifying Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a the “Claim Notice”) as soon as practical describing of any claim, action, suit, proceeding, demand or breach (collectively, a “Claim”) with respect to which the Indemnified Party claims indemnification hereunder. Any Claim Notice delivered under this Section 9.4 shall describe in reasonable detail the facts giving rise to any and circumstances on which the asserted indemnification claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of is based, specify the amount of such claimindemnification claim if then ascertainable and, and a reference if not then ascertainable, the estimated amount thereof, shall specify the basis for indemnification pursuant to this Agreement. After receipt of the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party and the Indemnifying Party shall include first attempt to negotiate in good faith a written resolution of such disputed Claim within a period not to exceed sixty (60) days from the date of receipt of a request for such negotiation. Such negotiations shall be conducted by officers of each of the Indemnifying Party and the Indemnified Party who have authorization to resolve such disputed claim. A failure by the Indemnified Party to deliver a Claim Notice shall not relieve the Indemnifying Party of its reasonable estimate of the maximum Losses that may result from such claim for indemnification obligations under this Article IX. For IX except to the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references extent that such Indemnifying Party shall have been materially prejudiced thereby and except as set forth in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the SellersSection 9.5(a).

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for indemnification under this Article IX, such Any Indemnified Party seeking indemnification hereunder, whether or not the Threshold Amount has been exceeded, shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice promptly notify in writing (a the “Claim Notice”) as soon as practical describing the Representative and, if applicable, any Principal Stockholders from whom such Indemnified Party is seeking indemnification hereunder (the “Indemnifying Party,” which term shall include all Indemnifying Parties if there is more than one) of any claim, action, suit, proceeding, demand or breach (collectively, a “Claim”) with respect to which the Indemnified Party claims indemnification hereunder; provided, however, that the failure of an Indemnified Party to notify the Indemnifying Party of any Claim within the foregoing time period shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article X except to the extent that the Indemnifying Party is prejudiced thereby. Any Claim Notice delivered under this Section 10.6 shall describe in reasonable detail the facts giving rise to any and circumstances on which the asserted indemnification claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of is based, specify the amount of such claimindemnification claim if then ascertainable and, if not then ascertainable, the estimated amount thereof, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate specify all of the maximum Losses that may result from such claim basis for indemnification under pursuant to this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the SellersAgreement.

Notice and Determination of Claims. If any Indemnitee believes that it has sustained or incurred any Losses that are recoverable under this Article 10 (a) If a Purchaser Group Member or Seller Group Member (“Claim”), such Indemnitee shall so notify the “Indemnified Party”) has a Indemnitor promptly in writing specifying the basis hereunder upon which the Indemnitee’s claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail is asserted and the facts giving rise to any claim for indemnification hereunder and shall include in circumstances concerning such Claim Notice (to the extent then known or ascertainable) Claim, describing such Losses, the amount thereof, or a good faith estimate of the amount, and the method of computation of such Losses, all with reasonable particularity, in each case to the extent known (the “Claim Notice”). After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Person shall be entitled under this Article 10 shall be determined: (a) by the written agreement between the Parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Parties shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnitee shall have the burden of proof in establishing the amount of Losses suffered by such claimIndemnitee. A failure by an Indemnitee to give timely, complete or accurate notice as provided in this Section 10.5 or in Section 10.6 will not affect the rights or obligations of any party except and a reference only to the provision extent that, as a result of this Agreement upon which such claim is based; providedfailure, that the party entitled to receive such notice was materially damaged as a Claim Notice in respect result of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such timely notice shall not relieve the Indemnitor of vis-à-vis its rights and obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellersotherwise.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for indemnification under this Article IXLosses is to be made by any Indemnified Party that does not involve a third party, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice in writing (a “Claim Notice”) as soon as practical describing to the Seller if the Claim Notice is being given by a Buyer Indemnified Party and to the Buyer if the Claim Notice is being given by an Seller Indemnified Party, in each case, within a reasonable time after such Indemnified Party becomes aware of any Losses for which indemnification may be sought under this Article 10. The Claim Notice shall specify in reasonable detail detail, to the facts giving rise extent reasonably known and practicable at such time, the amount of the claim and the basis for indemnification. The failure of any Indemnified Party to any 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 failure, in which case the amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses would have been less had such Claim Notice been timely given. If the applicable Indemnifying Parties notify the Indemnified Party that they do not dispute the claim for indemnification hereunder and shall include described in such Claim Notice or fail to respond within thirty (30) days following receipt of such Claim Notice, the Losses identified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.2 or Section 10.3, as applicable. If the applicable Indemnifying Parties dispute in writing their liability with respect to the extent then known or ascertainable) the amount such claim or the method of computation of the estimated amount of such claimLosses pursuant to this Section 10.5 within thirty (30) days following receipt of such Claim Notice, and a reference the parties shall attempt in good faith to the provision of this Agreement upon which resolve such claim is baseddispute; provided, that a Claim Notice in respect if such dispute has not been resolved within sixty (60) days following receipt of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, then the Indemnifying Party and the Indemnified Party shall include may seek legal redress in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this accordance with Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers11.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member The party which is entitled to indemnification hereunder (the “Indemnified PartyPerson”) has a claim may make claims for indemnification under this Article IX, such Indemnified Party shall give hereunder by promptly giving written notice thereof to the Party obligated party required to provide indemnification to such Indemnified Party indemnify (the “Indemnitor”) within the period in which indemnification claims can be made hereunder. If indemnification is sought for a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding liability asserted by or against a third Person as to which indemnification will be sought party (each such Legal Proceeding being a the “Third Person Claim”) ), the Indemnified Person shall be given also give written notice thereof to the Indemnitor promptly after it receives notice of the Legal Proceeding is commenced; provided further that claim or liability being asserted, but the failure to give such notice do so, or any delay in doing so, shall not relieve the Indemnitor of its obligations hereunder except indemnification obligation under this Article VIII, unless, and then only to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Noticethat, the Indemnified Party shall include in such Claim Notice its reasonable estimate rights and remedies of the maximum Losses that may Indemnitor are prejudiced as a result from of the failure to give, or delay in giving, such notice. Such notice shall in good faith summarize the bases for the claim for indemnification under this Article IX. For (the avoidance of doubt“Claim Notice”) describing such Loss or Expense, the amount thereof, if known, and the Sellers collectively are the Indemnitor with respect to any indemnification claimmethod of computation of such Loss or Expense, all references in with reasonable particularity and containing a reference to the provisions of this Article IX to Agreement, any agreement, acknowledgment, election, decision, consent, conduct, control certificate or other act agreement delivered pursuant hereto in respect of which such Loss or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which Expense shall be binding upon each of the Sellershave occurred.

Notice and Determination of Claims. (a) If a Purchaser any Parent Group Member or Seller Group Member (the “Indemnified Party”) has wishes to make a claim for indemnification under this Article IXto be satisfied from the Indemnity Fund, such Indemnified Party Parent Group Member (individually or collectively, the "Claiming Party") shall give to so notify the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice Indemnity Agent in writing (a “the "Claim Notice”") as soon as practical describing in reasonable detail of the facts giving rise to any such claim for indemnification hereunder and shall include in such hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Stockholder Representatives (as hereinafter defined). Such Claim Notice shall describe in reasonable detail (to the extent then known or ascertainableknown) the amount Loss or Expense and the method of computation of the amount of such claim, Loss or Expense and contain a reference to the provision provisions of this Agreement upon in respect of which such claim Loss or Expense shall have occurred. If the Claiming Party is based; providednot Parent, the Claim Notice must be accompanied by a certificate from Parent confirming that the Claiming Party is a Parent Group Member. At the time of delivery of any Claim Notice to the Indemnity Agent, a duplicate copy of such Claim Notice shall be delivered by the Claiming Party to the Stockholder Representatives. Unless the Stockholder Representatives shall have delivered an Objection in accordance with Section 8.4(c), the Indemnity Agent shall, on the twentieth day (or such earlier day as the Stockholder Representatives shall authorize in writing to the Indemnity Agent) after receipt of a Claim Notice with respect to indemnification for a specified amount, deliver to Parent, for its account or for the account of each Parent Group Member named in respect the Claim Notice, such portion of any pending or threatened Legal Proceeding by or against the Indemnity Fund, valued in accordance with the Indemnity Agreement, with a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except value equal to the extent it shall have been materially prejudiced by such failurespecified amount. To Until the extent that Losses are not capable twentieth day following delivery of being calculated at the time of any a Claim Notice, the Indemnified Party shall include Stockholder Representatives may deliver to the Indemnity Agent a written objection (an "Objection") to the claim made in such Claim Notice Notice. At the time of delivery of any Objection to the Indemnity Agent, a duplicate copy of such Objection shall be delivered to the Claiming Party. Upon receipt of an Objection properly made, the Indemnity Agent shall (i) deliver to Parent, for its reasonable estimate account or for the account of each Parent Group Member named in the Claim Notice, such portion of the maximum Losses Indemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to that may result from such claim for indemnification under this Article IX. For portion of the avoidance of doubtamount subject to the Claim Notice, if any, which is not disputed by the Sellers collectively are Stockholder Representatives and (ii) designate and segregate out of the Indemnitor Indemnity Fund a portion thereof, valued in accordance with respect the Indemnity Agreement, with a value equal to any indemnification claimthe amount subject to the Claim Notice which is disputed by the Stockholder Representatives. Thereafter, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission the Indemnity Agent shall not dispose of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission segregated portion of the Required SellersIndemnity Fund until the Indemnity Agent shall have received a certified copy of the final decision of the arbitrators as contemplated by Section 8.5, or the Indemnity Agent shall have received a copy of the written agreement between the Claiming Party and the Stockholder Representatives resolving such dispute and setting forth the amount, if any, which shall be binding upon such Claiming Party is entitled to receive. The Indemnity Agent will deliver to Parent, for its account or for the account of each Parent Group Member entitled to payment, such portion of the SellersIndemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to the amount that the Claiming Party is entitled to receive as set forth in the arbitration decision after the expiration of ten (10) business days from the receipt of such decision or, in the event that the amount to which the Claiming Party is entitled is established pursuant to an agreement between the Claiming Party and the Stockholder Representatives, promptly after the Indemnity Agent's receipt of such agreement.

Notice and Determination of Claims. If any Indemnitee believes that it has sustained or incurred any Losses that are indemnifiable under this Article IX (a) If a Purchaser Group Member or Seller Group Member (“Claim”), such Indemnitee shall so notify the “Indemnified Party”) has a Indemnitor promptly in writing specifying the basis hereunder upon which the Indemnitee’s claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail is asserted and the facts giving rise to any claim for indemnification hereunder and shall include in circumstances concerning such Claim Notice (to the extent then known or ascertainable) Claim, describing such Losses, the amount thereof, or a good faith estimate of the amount, and the method of computation of such Losses, all with reasonable particularity, in each case to the extent known (the “Claim Notice”). After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under this Article IX shall be determined: (a) by the written agreement between the Parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Parties shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnitee shall have the burden of proof in establishing the amount of Losses suffered by such claimIndemnitee. A failure by an Indemnitee to give timely, complete or accurate notice as provided in this Section 9.5 or in Section 9.6 will not affect the rights or obligations of any Party except and a reference only to the provision extent that the Party entitled to receive such notice was materially damaged or prejudiced as a result of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such timely notice shall not relieve the Indemnitor of vis-à-vis its rights and obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellersotherwise.

Notice and Determination of Claims. (a) If any Parent Indemnitee or Company Indemnitee (each, an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to Section 7.1 , prior to the Closing, from the Company, with respect to a Purchaser Group Member Parent Indemnitee, or Seller Group Member from Parent, with respect to a Company Indemnitee, as the case may be (the “Indemnified Party”) has a claim for indemnification under this Article IX"Indemnitors"), in respect of any Damages, 50 such Indemnified Party Indemnitee shall give to the Party obligated to provide indemnification to all potential Indemnitors prompt written notice thereof. Any such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing shall set forth in reasonable detail and, if and to the facts giving rise extent then known, the amount of Damages (or an estimate thereof) arising from such claim and the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations adversely affect such Indemnitee's right to indemnity hereunder except to the extent it that such failure adversely affects the rights of the Indemnitor to assert any reasonable defense to such claim. The Indemnitors shall have been materially prejudiced fifteen (15) Business Days following their receipt of such notice either (i) to acquiesce in such claim by giving such Indemnitee written notice of such acquiescence or (ii) to object to the claim by giving such Indemnitee written notice of the objection. If any Indemnitor acquiesces in such claim, such Indemnitee shall be entitled to be indemnified by the acquiescing Indemnitor for such Indemnitor's share (which may be the entire amount if so provided in this Agreement) of the Damages incurred by such failureIndemnitee in respect of such claim. To If no such agreement can be reached after good faith negotiation, either Indemnitee or the Indemnitor may, by written notice to the other demand arbitration (the "Demand") of the matter unless the amount of the Damages 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. Indemnitee and the Indemnitor shall each select one arbitrator within fifteen (15) Business Days following the Demand, and the two arbitrators so selected shall select a third arbitrator within fifteen (15) Business Days thereafter, each of which arbitrators shall be independent. In the event that either Indemnitee or the Indemnitor fails to appoint an arbitrator within the period prescribed, or such appointed arbitrators fail to appoint the third arbitrator within the period prescribed, any such arbitrators that have not been so appointed shall be appointed by the American Arbitration Association following written request of either Indemnitee or the Indemnitor. The arbitrators shall set a limited time period (not to exceed 90 days) 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 same extent as a competent court of law or equity, should the arbitrators determine that Losses are not capable discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of being calculated at a majority of the time three arbitrators as to the validity and amount of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding and conclusive upon each the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the Sellersaward, judgment, decree or order awarded by the arbitrators.

Notice and Determination of Claims. (a) 8.4.1. If a Purchaser Group Member any Buyer Indemnitee or Seller Group Member (the “Indemnified Party”) has Indemnitee seeking indemnification wishes to make a claim for indemnification under this Article IXSection 8.2 or Section 8.3 hereof, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party Buyer Indemnitee(s) or Seller Indemnitee(s) (individually or collectively, the “IndemnitorClaiming Party”) a shall deliver notice in writing (a “Claim Notice”) in respect thereof to the Holder Representative, on behalf of the Shareholders, or to Buyer, as soon applicable (the Shareholders, or Buyer, as practical describing in reasonable detail applicable, the “Indemnifying Party”) as promptly as possible after becoming aware of such claim, and shall provide the Indemnifying Party with the facts giving rise to any such claim for indemnification hereunder and shall include in such Claim Notice (any other information with respect thereto as the Indemnifying Party may reasonably request. The failure to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that deliver a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice Notice, however, shall not relieve release the Indemnitor Indemnifying Party from any of its obligations hereunder under this A 3063972 41 rticle VIII except to the extent it shall have been that the Indemnifying Party is materially prejudiced by such failure. To The Claim Notice shall describe in reasonable detail the extent Loss and the method of computation of such Loss, and contain a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. The Indemnifying Party shall not be entitled to require that Losses are not capable of being calculated at any action be made or brought against any other Person before any action is brought or claim is made against it hereunder by the Claiming Party. At the time of any delivery of a Claim NoticeNotice to the Holder Representative (with respect to Buyer Losses), the Indemnified Party shall include in a duplicate copy of such Claim Notice its reasonable estimate of shall be delivered by the maximum Losses Claiming Party to the Escrow Agent, and if the Claiming Party is not or does not include Buyer, such Claim Notice must be accompanied by a certificate from Buyer confirming that may result from such claim for indemnification under this Article IXeach Claiming Party is a Buyer Indemnitee. For the avoidance of doubt, if in each case where the Sellers collectively are Claiming Party or the Indemnitor with respect to any indemnification claimIndemnifying Party is, collectively, the Shareholders, then in each such case all references to such Claiming Party or Indemnifying Party, as the case may be, in this Article IX VIII shall be deemed (except for provisions relating to an obligation to make or a right to receive any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission payments) to refer to the Holder Representative acting on behalf of such Indemnitor means Claiming Party or Indemnifying Party, as applicable. The Claiming Party shall reasonably cooperate and assist the agreementIndemnifying Party in determining the validity of any claim for indemnity by the Claiming Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing, acknowledgmentat reasonable times and upon reasonable notice and without undue interruption to the Claiming Party’s business or personnel, electionaccess to and copies of information, decision, consent, conduct, control or other act or omission records and documents relating to such matters and access to the Claiming Party’s personnel. The Indemnifying Party shall bear all of the Required Sellersout-of-pocket costs and expenses reasonably incurred by the Claiming Party in connection with determining the validity of any claim for indemnity by the Claiming Party and in otherwise resolving such matters, which shall be binding upon each of the Sellersincluding providing such books and records, information or personnel.

Notice and Determination of Claims. If any party claiming indemnification (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified PartyIndemnitee”) believes that it has a claim sustained or incurred any Losses for indemnification under this Article IXwhich it may be entitled to indemnification, such Indemnified Party shall give to Indemnitee will so notify Seller Representative, if Sellers are the Party obligated to provide party against whom indemnification to such Indemnified Party is sought (the “Indemnitor”) a notice ), or Purchaser, if Purchaser is the Indemnitor, in writing (each, a “Claim Notice”) of any such claim (each, a “Claim”) within 30 days of learning of such potential Claim, reasonably describing the Claim, the amount thereof (if known or quantifiable) and specifying the basis thereof. The Seller Representative, on behalf of the Sellers, or the Purchaser, as soon applicable, will have the right to object to any Claim made pursuant to this Section 6.2(d) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the other within thirty (30) days following the Seller Representative’s or the Purchaser’s, as practical describing applicable, receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice will specify in reasonable detail the facts giving rise basis for the Indemnitor’s objection to any claim for indemnification hereunder the Claim. If the Seller Representative, on behalf of the Sellers, or the Purchaser, as applicable, does not object to a Claim within the Claim Objection Period or the Seller Representative, on behalf of the Sellers, or the Purchaser, as applicable, notifies the Indemnitee that it does not dispute a Claim, then (a) the Indemnitor will be deemed to have accepted and shall include agreed to the Claim set forth in such the Claim Notice and will be precluded from raising any objection thereto after the Claim Objection Period, and (to the extent then known or ascertainableb) the amount or Indemnitee will be entitled to recover from the method Indemnitor for any Losses of computation the Indemnitee with respect to such Claim. After the giving of any Claim Notice pursuant hereto, the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as indemnification to which indemnification a Person will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification entitled under this Article IX. For ARTICLE VI will be determined: (i) by a Final Determination; or (ii) by any other means to which the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references parties agree in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellerswriting.