Common use of Other Claims Clause in Contracts

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, hereof and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 10.10 hereof.

Other Claims. In the event any indemnified party should have Indemnified Party has a claim against any indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof this Article VII that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim to the indemnifying party. The Indemnifying Party (setting forth in reasonable detail the facts giving rise to such claim (to the extent known by the Indemnified Party) and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of, involving or otherwise in respect of such claim) promptly after becoming aware of such claim; provided, however, that, subject to Section 7.3, failure by any indemnified party to so notify the indemnifying party give such notification promptly shall not relieve affect the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the indemnifying party demonstrates that it has been materially prejudiced by Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such failurenotice). If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereofthis Article VII, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, Indemnifying Party and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 12.1 or 9.4 hereof Section 15.1 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness to the indemnifying partyIndemnifying Party. The Subject to Sections 15.3 and 16.2, notwithstanding the foregoing, the failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which that it may have to such indemnified party Indemnified Party under Section 9.2 12.1 or 9.4 hereofSection 15.1, except to the extent that the indemnifying party demonstrates that it has Indemnifying Party shall have been materially actually prejudiced by such failure. The Indemnifying Party shall have a period of 15 days after the receipt of notice of a claim within which to respond hereto. If the indemnifying party such Indemnifying Party does not notify the indemnified party respond in writing within thirty (30) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof15-day period, such claim specified by the indemnified party in such notice Indemnifying Party shall be conclusively deemed a liability to have consented to the recovery by the Indemnified Person of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the full amount of such liability to the indemnified party on demand or, Losses specified in the case notice of any notice in which the amount of the claim (or any portion thereof) is estimated, on claim. If such later date when the amount of Indemnifying Party rejects such claim in whole or in part (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided abovea "CONTESTED CLAIM"), the indemnifying party and parties shall resolve such claim by (i) a written settlement agreement or (ii) in the indemnified party shall proceed in good faith absence of a written settlement agreement, by submitting the Contested Claim to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation binding arbitration pursuant to Section 10.9 hereof15.5 of this Agreement.

Other Claims. In the event any indemnified party the Indemnified Person should have a claim against any indemnifying party the Indemnifying Person under Section 9.2 or 9.4 hereof 8.1 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partythe Indemnified Person, the indemnified party shall, as Indemnified Person shall promptly as practicable after discovery of such claim, deliver written notice of such claim (describing such claim in reasonable detail) to the indemnifying partyIndemnifying Person. The Subject to Section 8.5 and Section 8.7, the failure by any indemnified party the Indemnified Person to so notify the indemnifying party Indemnifying Person shall not relieve the indemnifying party Indemnifying Person from any liability which that it may have to such indemnified party the Indemnified Person under Section 9.2 or 9.4 hereof8.1, except to the extent that the indemnifying party demonstrates that it has Indemnifying Person shall have been materially prejudiced by as a result of such failure. If the indemnifying party Indemnifying Person does not notify the indemnified party Indemnified Person within thirty (30) Business Days calendar days following its receipt of such notice that the indemnifying party Indemnifying Person disputes its liability to the indemnified party Indemnified Person under Section 9.2 or 9.4 hereof8.1, such claim specified by the indemnified party Indemnified Person in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Person under Section 9.2 or 9.4 hereof, 8.1 and the indemnifying party Indemnifying Person shall pay the amount of such liability to the indemnified party Indemnified Person on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If For the indemnifying avoidance of doubt, Section 6.14, and not this Section 8.6, shall govern Tax Contests and third party has timely disputed its liability with respect claims primarily related to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.Taxes

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 5.01 or 9.4 hereof 5.02 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 5.01 or 9.4 hereof5.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 15 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 5.01 or 9.4 hereof5.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 5.01 or 9.4 hereof, 5.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have Buyer Indemnitee or any Seller Indemnitee has a claim against any indemnifying party the Seller Group Member(s) or Buyer, respectively, under Section 9.2 or 9.4 hereof 9.02 (as applicable, the “Indemnifying Party”), that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shallBuyer Indemnitee or the Seller Indemnitee, as promptly as practicable after discovery of such claimapplicable, shall deliver written notice of such claim to the indemnifying party. The Indemnifying Party (setting forth in reasonable detail the facts giving rise to such claim (to the extent known) and the amount or estimated amount (to the extent reasonably estimable) of Damages arising out of, involving or otherwise in respect of such claim) with reasonable promptness after becoming aware of such claim; provided, however, that failure by any indemnified party to so notify the indemnifying party give such notification shall not relieve affect the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, indemnification provided hereunder except to the extent that the indemnifying party demonstrates that it has Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Buyer Indemnitee or the Seller Indemnitee, as applicable, within thirty twenty (3020) Business Days following its the Indemnifying Party’s receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Buyer Indemnitee or the Seller Indemnitee, as applicable, under Section 9.2 or 9.4 hereof9.02, such claim specified by the indemnified party Buyer Indemnitee or Seller Indemnitee, as applicable, in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, Indemnifying Party and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Buyer Indemnitee or Seller Indemnitee, as applicable, on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 8.2 or 9.4 hereof 8.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery Indemnified Party shall deliver notice to the Indemnifying Party of such claim within 15 Business Days of obtaining Knowledge of the occurrence of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party within this time period shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 8.2 or 9.4 hereof8.3, except to the extent that the indemnifying party demonstrates that it has been Indemnifying Party is materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) 15 Business Days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 8.2 or 9.4 hereof8.3, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 8.2 or 9.4 hereof, 8.3 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determineddetermined by agreement between the Indemnifying Party and the Indemnified Party or by judgment or decree of a court of competent jurisdiction. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed attempt to resolve such claim in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to accordance with Section 10.9 hereof9.9.

Other Claims. In the event any indemnified party should have Indemnified Party has a claim against any indemnifying party Indemnifying Party under Section 9.2 10.1 (Indemnification by Company Investors) or 9.4 hereof Section 10.2 (Indemnification by Parent) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim to the indemnifying party. The Indemnifying Party (setting forth in reasonable detail the facts giving rise to such claim (to the extent known by the Indemnified Party) and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of, involving or otherwise in respect of such claim) promptly after becoming aware of such claim; provided, however, that failure by any indemnified party to so notify the indemnifying party give such notification shall not relieve affect the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, indemnification provided hereunder except to the extent that the indemnifying party demonstrates that it has Indemnifying Party shall have been materially prejudiced by as a result of such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty twenty (3020) Business Days business days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 10.1(a) (the “Response Period”) or 9.4 hereofSection 10.2(a) (a “Claim Response”), such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, Indemnifying Party and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claimIndemnifying Party delivers a Claim Response within the Response Period indicating that it disputes one or more of the matters identified in the claims notice, as provided above, then the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed promptly meet and use their reasonable efforts to settle the dispute. If Indemnifying Party and the Indemnified Party are unable to reach agreement within 30 days after the conclusion of the Response Period, then either the Indemnifying Party or the Indemnified Party may resort to other legal remedies, subject to the limitations set forth in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.this Article X.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 9(b) or 9.4 hereof 9(c) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 9(b) or 9.4 hereof9(c), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 45 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 9(b) or 9.4 hereof9(c), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 9(b) or 9.4 hereof, 9(c) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 8.1 or 9.4 hereof Section 8.2 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 8.1 or 9.4 hereofSection 8.2, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty ten (3010) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 8.1 or 9.4 hereofSection 8.2, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 8.1 or 9.4 hereof, Section 8.2 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof 9.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery Indemnified Party shall deliver notice to the Indemnifying Party of such claim within 15 Business Days of obtaining Knowledge of the occurrence of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party within this time period shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 or 9.4 hereof9.3, except to the extent that the indemnifying party demonstrates that it has been Indemnifying Party is materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) 15 Business Days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereof9.3, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, 9.3 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determineddetermined by agreement between the Indemnifying Party and the Indemnified Party or by judgment or decree of a court of competent jurisdiction. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed attempt to resolve such claim in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to accordance with Section 10.9 hereof10.8.

Other Claims. In A claim for indemnification for any matter not involving a third-party claim shall be asserted by the event any indemnified party should have Indemnified Party to the Indemnifying Party (or to the Indemnifying Party and the Escrow Agent in the case of a claim against any indemnifying party under pursuant to Section 9.2 or 9.4 hereof that does not involve a Third-Party Claim being asserted against or sought 9.2(a)(viii)) in writing (“Notice of Claim”), setting forth specifically the obligation with respect to be collected from such indemnified partywhich the claim is made, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written notice of facts giving rise to and the alleged basis for such claim and, if known or reasonably ascertainable, the amount of the liability asserted or which may be asserted by reason thereof (the amount of liability so claimed being hereinafter referred to as the indemnifying party. The “Indemnity Claim Amount”), but any failure by any indemnified party to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party it from any liability which that it may have to such indemnified party under Section 9.2 or 9.4 hereof, except the Indemnified Party other than to the extent the Indemnifying Party is actually prejudiced thereby. Any Notice of Claim sent to the Escrow Agent in connection with a claim pursuant to Section 9.2(a)(viii) shall be sent simultaneously to the Company and the Member and shall specify the date that such notice is deemed received by the indemnifying party demonstrates that it has been materially prejudiced by Escrow Agent under the terms of the Escrow Agreement. In addition, the Escrow Agent will be authorized in respect of such failure. If the indemnifying party does not notify the indemnified party Notice of Claim to disburse within thirty twenty (3020) Business Days following its days after receipt of such notice that (unless the indemnifying party disputes its liability Company or the Member object within fifteen (15) days of the receipt of the Notice of Claim by a written notice to the indemnified party under Section 9.2 or 9.4 hereofBuyer and the Escrow Agent) to the Buyer the escrow funds in an amount equal to the portion, if any, of the Indemnity Claim Amount specified in such claim specified Notice of Claim which is not objected to by the indemnified party Company or the Member and will not be authorized to disburse the escrow funds in respect to such notice shall be conclusively deemed a liability portion of the indemnifying party under Section 9.2 Indemnity Claim Amount which is objected to by the Company or 9.4 hereof, the Member unless it has received either a joint notice of release signed by the Buyer and the indemnifying party shall pay Member directing the amount of such liability Escrow Agent to the indemnified party on demand or, in the case of any notice in which the amount of the claim (deliver all or any portion thereof) is estimatedof the Escrow Amount and setting forth instructions as to payment, on such later date when which joint notice the amount Buyer and the Member agree to deliver to the Escrow Agent promptly following resolution of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability any dispute with respect to the matters set forth in the Notice of Claim, or a final order by a court of competent jurisdiction, which order is not subject to appeal, directing the Escrow Agent to disburse to the Buyer all or any portion of the Escrow Amount as set forth in such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereoffinal order.

Other Claims. In the event any A claim by an indemnified party should have under this Article IX for any matter not involving a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Third Party Claim being asserted against or sought to be collected from and in respect of which such indemnified partyparty seeks indemnification hereunder may be made by delivering, the indemnified party shallin good faith, as promptly as practicable after discovery of such claim, deliver a written notice of such claim demand to the indemnifying party. The failure , which notice shall contain (a) a description and the amount of any Losses incurred or suffered or reasonably expected to be incurred or suffered by any the indemnified party, (b) a statement that the indemnified party is entitled to so notify indemnification under this Article IX for such Losses and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses. For all purposes of this Section 9.4, the Seller shall be entitled to deliver such notice of demand to the Purchaser on behalf of the Seller Indemnified Parties, and the Purchaser shall be entitled to deliver such notice of demand to the Seller on behalf of the Purchaser Indemnified Parties. Within thirty (30) days after receipt by the indemnifying party of any such notice, the indemnifying party may deliver to the indemnified party that delivered the notice a written response in which the indemnifying party (a) agrees that the indemnified party is entitled to the full amount of the Losses claimed in the notice from the indemnified party; (b) agrees that the indemnified party is entitled to part, but not all, of the amount of the Losses claimed in the notice from the indemnified party; or (c) indicates that the indemnifying party disputes the entire amount of the Losses claimed in the notice from the indemnified party. If the indemnified party does not receive such a response from the indemnifying party within such thirty (30)-day period, then the indemnifying party shall not relieve be conclusively deemed to have agreed that the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except is entitled to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failurefull amount. If the indemnifying party does not notify and the indemnified party are unable to resolve any dispute relating to any amount of the Losses claimed in the notice from the indemnified party within thirty (30) Business Days following its receipt days after the delivery of the response to such notice that from the indemnifying party disputes its liability to party, then the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice parties shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability entitled to the indemnified party on demand or, in the case of resort to any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect legal remedy available to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of resolve such dispute andthat is provided for in this Agreement, if not resolved through negotiationssubject to all the terms, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofconditions and limitations of this Agreement.

Other Claims. In the event any indemnified party should have a claim against any the indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The Subject to the provisions in this Article VIII governing the time periods within which claims for indemnification may be made, the failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 or 9.4 hereofparty, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 20 days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereofparty, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution promptly pay any amount of such dispute and, if claim that is not resolved through negotiations, disputed and such dispute shall be resolved by litigation pursuant to in accordance with Section 10.9 hereof9.10 below.

Other Claims. In the event any indemnified party should have Indemnified Party has a claim against any indemnifying party under Section 9.2 11.2(a) or 9.4 hereof 11.2(b) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of an Indemnification Claim Notice regarding such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party Indemnified Party under Section 9.2 11.2(a) or 9.4 hereof11.2(b), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failurefailure to notify directly increased the amount to be indemnified hereunder. If the indemnifying party does not notify the indemnified party Indemnified Party within thirty ten (3010) Business Days calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party Indemnified Party under Section 9.2 11.2(a) or 9.4 hereof11.2(b), such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability Liability of the indemnifying party under Section 9.2 11.2(a) or 9.4 hereof, 11.2(b) and the indemnifying party shall pay the amount of such liability Liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In the event any indemnified party should have a -------------- claim against any indemnifying party under Section 9.2 or 9.4 hereof 6.12 (a) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof6.12 (a), except to the extent that the indemnifying party demonstrates demon-strates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof6.12 (a), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, 6.12(a) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determineddeter-mined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have the Indemnifying Party receives a notice of a claim against any indemnifying party under for indemnity from the Indemnified Party pursuant to Section 9.2 6.2(a) or 9.4 hereof Section 6.2(b) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party to so Indemnifying Party shall notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party Indemnified Party within thirty (30) Business Days days following its receipt of such notice that if the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereofthis Article VI. If the Indemnifying Party does not so notify the Indemnified Party, such the claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed to be a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereofthis Article VI, and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party applicable Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereofof the claim) is estimated, on such later date when the amount of such claim (or such portion thereofof such claim) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, claim as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed negotiate in good faith to negotiate a resolution of the disputed claim(s) for a period of not less than twenty (20) Business Days after the response is provided. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute andclaim(s) within such time period, if not resolved through negotiations, such dispute the Indemnified Party shall be resolved by litigation pursuant entitled to Section 10.9 hereofpursue any legal remedies available to the Indemnified Party against the Indemnifying Party with respect to the unresolved claim(s), subject to the terms and conditions of this Agreement.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof 6.02 that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim to the indemnifying partyIndemnifying Party with reasonable promptness. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 or 9.4 hereof6.02, except to the extent that the indemnifying party demonstrates that it Indemnifying Party has been materially prejudiced by as a result of such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) 20 Business Days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereof6.02, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, 6.02 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim Loss (or any portion thereof) is estimated, on such later date when the amount of such claim Loss (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed resolve such dispute as follows: (i) first, the parties shall negotiate in good faith for a period of up to negotiate a resolution of 15 Business Days to resolve such dispute, then (ii) if the Indemnifying Party and the Indemnified Party are unable to reach an agreement, they shall resolve such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to in accordance with Section 10.9 hereof11.06.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party under Section 9.2 or 9.4 hereof 15.2 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereofIndemnified Party, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereofIndemnified Party, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, 15.2 and the indemnifying party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 11.2 or 9.4 11.4 hereof that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 11.2 or 9.4 11.4 hereof, except to the extent that the indemnifying party demonstrates that it has shall have been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty twenty (3020) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 11.2 or 9.4 11.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 11.2 or 9.4 hereof, 11.4 hereof and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in 55 good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate Court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 13.01 or 9.4 hereof 13.02 that does not involve a Third-Third Party Claim being asserted against or sought to be 118 collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The Subject to Sections 13.01(b) and 13.02(b), the failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 13.01 or 9.4 hereof13.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. The indemnifying party shall have 60 calendar days following its receipt of such notice to dispute its liability to the indemnified party under Section 13.01 or 13.02. The indemnified party shall reasonably cooperate with and assist the indemnifying party in determining the validity of any claim for indemnity by the indemnified party and in otherwise resolving such matters. Such cooperation and assistance shall include retention and (upon the indemnifying party's request) the provision to the indemnifying party of records that are reasonably relevant to such matters, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and providing such reasonable cooperation and assistance in the investigation and resolution of such matters as the indemnifying party may reasonably request. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following 60 days from its receipt of such a notice pursuant to the first sentence of this Section 13.04(d) that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice notice, that claim shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedhereunder. If the indemnifying party has timely disputed its liability with respect to such that claim, as provided above, that dispute may be resolved by proceedings in an appropriate court of competent jurisdiction in accordance with Section 14.10 if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. Payment of the amount set forth in a notice of a claim pursuant to the first sentence of this Section 13.04(d) that has not been disputed shall be made within 30 days after the expiration of the applicable 60 day notice period. If the payment obligation has been disputed, payment shall be made 30 days after the expiration of the period for appeal of a final adjudication of the indemnifying party and party's liability under this Agreement to the indemnified party shall proceed in good faith with respect to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofpayment obligation.

Other Claims. In the event any A claim by an indemnified party should have under this ‎ARTICLE X for any matter not involving a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Third Party Claim being asserted against or sought to be collected from and in respect of which such indemnified partyparty seeks indemnification hereunder may be made by delivering, the indemnified party shallin good faith, as promptly as practicable after discovery of such claim, deliver a written notice of such claim demand to the indemnifying party. The failure , which notice shall contain (a) a description and the amount of any Losses incurred or suffered by any the indemnified party (and the method of computation of such Losses), (b) a statement that the indemnified party is entitled to so notify indemnification under this ‎ARTICLE X for such Losses and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses. For all purposes of this Section ‎10.4, the Company shall be entitled to deliver such notice of demand to the Investor on behalf of the Company Indemnified Parties, and the Investor shall be entitled to deliver such notice of demand to the Company on behalf of the Investor Indemnified Parties. Within thirty (30) days after receipt by the indemnifying party of any such notice, the indemnifying party may deliver to the indemnified party that delivered the notice a written response in which the indemnifying party (a) agrees that the indemnified party is entitled to the full amount of the Losses claimed in the notice from the indemnified party; (b) agrees that the indemnified party is entitled to part, but not all, of the amount of the Losses claimed in the notice from the indemnified party; or (c) indicates that the indemnifying party disputes the entire amount of the Losses claimed in the notice from the indemnified party. If the indemnified party does not receive such a response from the indemnifying party within such thirty (30)-day period, then the indemnifying party shall not relieve be conclusively deemed to have agreed that the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except is entitled to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failurefull amount. If the indemnifying party does not notify and the indemnified party are unable to resolve any Dispute relating to any amount of the Losses claimed in the notice from the indemnified party within thirty (30) Business Days following its receipt days after the delivery of the response to such notice that from the indemnifying party disputes its liability to party, then the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice parties shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability entitled to the indemnified party on demand or, in the case of resort to any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect legal remedy available to such claimparty to resolve such Dispute that is provided for in this Agreement, as provided abovesubject to all the terms, the indemnifying party conditions and the indemnified party shall proceed in good faith to negotiate a resolution limitations of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofthis Agreement.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 12.2 or 9.4 hereof 12.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery Indemnified Party shall deliver notice to the Indemnifying Party of such claim within 15 Business Days of obtaining Knowledge of the occurrence of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party within this time period shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 12.2 or 9.4 hereof12.3, except to the extent that the indemnifying party demonstrates that it has been Indemnifying Party is materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) 15 Business Days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 12.2 or 9.4 hereof12.3, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 12.2 or 9.4 hereof, 12.3 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determineddetermined by agreement between the Indemnifying Party and the Indemnified Party or by judgment or decree of a court of competent jurisdiction. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed attempt to resolve such claim in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to accordance with Section 10.9 hereof13.6.

Other Claims. In the event that any indemnified party should have a to this Agreement proposes to make any claim against any indemnifying party under Section 9.2 or 9.4 hereof that for indemnification pursuant to this Article 9 and such claim does not involve a Third-Third Party Claim, the Indemnified Person making the claim shall deliver on or prior to the date upon which the applicable representations, warranties, covenants or agreements expire pursuant to the terms of this Agreement, in addition to an indemnification claim notice, a certificate signed by the Indemnified Person or an officer of the Indemnified Person (the “Claim being asserted against Certificate”) to the Indemnifying Party, which Claim Certificate shall (i) describe in reasonable detail all relevant facts giving rise or sought relating to the claim; (ii) specify the Section or Sections of this Agreement under which such claim is made; and (iii) specify in reasonable detail each individual item of Loss, including the amount thereof if reasonably ascertainable, the date such Losses were incurred, properly accrued or are anticipated to be collected from incurred and the misrepresentation or breach to which such indemnified partyLosses are related. Notwithstanding the foregoing, failure to provide all of the information required to be in the Claim Certificate shall not bar an indemnification claim. In the event a Claim Certificate is delivered, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party to so Indemnifying Party shall notify the indemnifying party shall not relieve Indemnified Person as to whether the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except to Indemnifying Party disputes the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party claim for indemnification contained therein within thirty (30) Business Days following its days of receipt of a Claim Certificate. If the Indemnifying Party does not notify the Indemnified Person within such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereofthirty (30) day period, such claim specified by in the indemnified party in such notice Claim Certificate shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, Indemnifying Party and the indemnifying party amount specified in the Claim Certificate, if any, shall pay be payable by the amount of such liability Indemnifying Party to the indemnified party on demand Indemnified Person within five (5) Business Days upon the Indemnified Person’s notice to the Indemnifying Party or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on within five (5) Business Days of such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect Indemnifying Party does provide a dispute notice within the thirty (30) day period, no payments shall be made as to such claimindemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, as provided above, the indemnifying party binding and the indemnified party shall proceed non-appealable decision by a court of competent jurisdiction in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofaccordance with Sections 10.8 and 10.9.

Other Claims. In the event any indemnified party should have a claim for indemnity against any indemnifying party under Section 9.2 6.2 or 9.4 hereof 6.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 6.2 or 9.4 hereof, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure6.3. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 20 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 6.2 or 9.4 hereof6.3, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 6.2 or 9.4 hereof, 6.3 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 13.1, 13.2 or 9.4 hereof 13.3 that does not involve a Third-Party Third Person Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim Claim with reasonable promptness to the indemnifying partyIndemnifying Party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which that it may have to such indemnified party Indemnified Party under Section 9.2 13.1, 13.2 or 9.4 hereof13.3, except to the extent that the indemnifying party Indemnifying Party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 20 calendar days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party, under Section 9.2 13.1, 13.2 or 9.4 hereof13.3, such claim Claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 13.1, 13.2 or 9.4 hereof, 13.3 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim Claim (or any portion thereof) is estimated, on such later date when the amount of such claim Claim (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claimClaim, as provided above, the indemnifying party Indemnifying Party, and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant in an appropriate court of competent jurisdiction; provided, however, that if such dispute concerns indemnification for environmental matters under Section 13.1, it shall be submitted to arbitration in accordance with the procedures set forth in Section 10.9 hereof13.1.

Other Claims. In the event any A claim by an indemnified party should have under this Article VII for any matter not involving a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Third Party Claim being asserted against or sought to be collected from and in respect of which such indemnified partyparty would be entitled to indemnification hereunder may be made by delivering, the indemnified party shallin good faith, as promptly as practicable after discovery of such claim, deliver a written notice of such claim to the indemnifying party. The failure party (a “Claim Notice”), which notice shall contain (a) a description and the amount of any Losses incurred or suffered or an estimate of Losses reasonably expected to be incurred or suffered by any the indemnified party if known or reasonably capable of estimation, and the method of computation of such Losses (the “Claim Amount”), (b) a statement that the indemnified party is entitled to indemnification under this Article VII for such Losses and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses or an estimate of such Losses if known; provided, that the failure to so notify the such indemnifying party shall will not relieve the indemnifying party from any liability which that it may have to such any indemnified party under Section 9.2 7.1 or 9.4 hereofSection 7.2 unless, except and only to the extent that that, the indemnifying party demonstrates that it has been is actually materially prejudiced by such failure. Within [***] after delivery of a Claim Notice, the indemnifying party shall deliver to the indemnified party a written response in which the indemnifying party shall either (i) agree that the indemnified party is entitled to receive the Claim Amount (in which case such response shall be accompanied by a payment to the indemnified party of the Claim Amount by the indemnifying party by wire transfer of immediately available funds), (ii) agree that the indemnified party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (i) or (ii), the “Agreed Amount”) (in which case such response shall be accompanied by a payment to the indemnified party of the Agreed Amount by the indemnifying party by wire transfer of immediately available funds) or (iii) contest that the indemnified party is entitled to receive any of the Claim Amount. If any such dispute described in clause (iii) of the preceding sentence is not resolved within [***] following the delivery by the indemnifying party of such response, the indemnifying party and the indemnified party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.8. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days [***] following its receipt of such notice a Claim Notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 with respect to the Claim Amount in whole or 9.4 hereofin part, such claim specified by the indemnified party in such notice Claim Notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 7.1 or 9.4 hereofSection 7.2, as applicable, with respect to the undisputed portion of the Claim Amount and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice Claim Notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claimFor all purposes of this Section 7.5, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute Seller shall be resolved by litigation pursuant entitled to Section 10.9 hereofdeliver Claim Notices to Purchaser on behalf of Seller Indemnified Parties, and Purchaser shall be entitled to deliver Claim Notices to Seller on behalf of the Purchaser Indemnified Parties.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under this Section 9.2 or 9.4 hereof 24 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under this Section 9.2 or 9.4 hereof24, except to the extent that the indemnifying party demonstrates that it has been materially actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under this Section 9.2 or 9.4 hereof24, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under this Section 9.2 or 9.4 hereof, 24 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined, in each case in accordance with, and subject to, the provisions of this Section 24. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party Indemnified Party should have a claim Claim against any indemnifying party Indemnifying Party under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof 10.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim Claim with reasonable promptness to the indemnifying partyIndemnifying Party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability Liability which it may have to such indemnified party Indemnified Party under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof10.3, except to the extent that the indemnifying party Indemnifying Party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty twenty (3020) Business Days calendar days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability Liability to the indemnified party Indemnified Party, under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof10.3, such claim Claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability Liability of the indemnifying party Indemnifying Party under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof, 10.3 and the indemnifying party Indemnifying Party shall pay the amount of such liability Liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim Claim (or any portion thereof) is estimated, on such later date when the amount of such claim Claim (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability Liability with respect to such claimClaim, as provided above, the indemnifying party Indemnifying Party, and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant in an appropriate court of competent jurisdiction; provided, however, that if such dispute concerns; indemnification for environmental matters under Section 10.1, it shall be submitted to arbitration in accordance with the procedures set forth in Section 10.9 hereof10.1.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 5.03(a) or 9.4 5.03(b) hereof that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 Sections 5.03(a) or 9.4 5.03(b) hereof, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 Sections 5.03(a) or 9.4 5.03(b) hereof, such claim specified by the indemnified party in such notice shall be 41 47 conclusively deemed a liability of the indemnifying party under Section 9.2 5.03(a) or 9.4 hereof, 5.03(b) hereof and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofdispute.

Other Claims. In the event any indemnified party should have Indemnified Party has a claim against any indemnifying party Indemnifying Party under Section 9.2 9.01 (Indemnification by Seller Indemnifying Parties) or 9.4 hereof Section 9.02 (Indemnification by Purchaser Indemnifying Parties) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party(a “Direct Claim”), the indemnified party shall, as Indemnified Party shall deliver notice of such Direct Claim to the Indemnifying Party and the Escrow Agent (setting forth in reasonable detail the facts giving rise to such claim (to the extent known by the Indemnified Party) and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of such Direct Claim) promptly as practicable after discovery becoming aware of such claim, deliver written . Following receipt of notice from the Indemnified Party of such claim to Direct Claim, the indemnifying party. The failure by any indemnified party to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following its receipt days to make such investigation of the Direct Claim as is considered necessary or desirable by the Indemnifying Party. For the purpose of such notice that investigation, the indemnifying party disputes its liability Indemnified Party shall promptly make available to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified Indemnifying Party the information relied upon by the indemnified party Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request, in each case other than privileged documents and subject to the Indemnifying Party’s agreement to keep such notice shall be conclusively deemed a liability information confidential. If both parties agree at or prior to the expiration of such thirty (30) day period (or any mutually agreed upon extension of such period) to the indemnifying party under Section 9.2 or 9.4 hereof, validity of such Direct Claim and the indemnifying party shall pay the amount of such liability Losses related thereto, the Indemnifying Party shall, subject to Section 9.07, promptly pay to the indemnified party on demand or, in Indemnified Party the case full agreed-upon amount of such Losses. If the parties do not reach agreement at or prior to the expiration of such thirty (30) day period (or any notice in which mutually agreed upon extension of such period) as to the validity of such Direct Claim or the amount of the claim (or any portion thereof) is estimatedLosses related thereto, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying either party has timely disputed its liability may initiate an action in accordance with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof10.10.

Other Claims. In the event any indemnified party should have a ------------- claim against any indemnifying party under Section 9.2 Sections 11(b), 11(c) or 9.4 hereof 11(d) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 11(b), 11(c) or 9.4 hereof11(d), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 20 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 Sections 11(b), 11(c) or 9.4 hereof11(d), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 11(b), 11(c) or 9.4 hereof, 11(d) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant in an appropriate court of competent jurisdiction; provided, however, that if such dispute -------- ------- concerns indemnification for environmental matters under Section 11(b), it shall be submitted to arbitration in accordance with the procedures set forth in Section 10.9 hereof11(b).

Other Claims. In the event any indemnified party should have ------------ a claim against any indemnifying party under Section 9.2 12.2(a) or 9.4 hereof 12.2(b) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 12.2(a) or 9.4 hereof12.2(b), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 business days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 12.2(a) or 9.4 hereof12.2(b), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 12.2(a) or 9.4 hereof, 12.2(b) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute dispute, and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have an Indemnified Party has a claim against any indemnifying party for indemnity under Section 9.2 7.2 or 9.4 hereof Section 7.3 against an Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written Indemnified Party agrees to give prompt notice in writing of such claim to the indemnifying partyIndemnifying Party. Such notice will set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure by any indemnified party to so notify the indemnifying party shall Indemnifying Party will not relieve the indemnifying party from any liability which it may have to such indemnified party Indemnifying Party of its obligations under Section 9.2 or 9.4 hereofthis Agreement, except to the extent that such failure will have materially and adversely prejudiced the indemnifying party demonstrates that it has been materially prejudiced by such failureIndemnifying Party. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days days following its the receipt of a notice with respect to any such notice claim that the indemnifying party Indemnifying Party disputes its liability indemnity obligation to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of Indemnified Party for any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability Adverse Consequences with respect to such claim, as provided abovesuch Adverse Consequences will be conclusively deemed to be Adverse Consequences incurred or suffered by the Indemnified Party hereunder, and the Indemnified Party shall be entitled receive to payment from the Adjustment Escrow Fund or Indemnity Escrow Fund or to exercise its set-off rights against the Earnout Payments, if any, with respect to such Adverse Consequences in accordance with Section 7.4(b). If the Indemnifying Party has timely disputed its indemnity obligation for any Adverse Consequences with respect to such claim, the indemnifying party and the indemnified party shall Parties will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiationsnegotiations within thirty (30) days following the dispute of the Indemnifying Party, such dispute shall may be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 10.9 hereof9.4.

Other Claims. In the event any indemnified party should have determines that it has a claim against any indemnifying party under Section 9.2 8.01 (General Indemnification by Seller) or 9.4 hereof Section 8.02 (General Indemnification by Purchaser) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as shall promptly as practicable after discovery of such claim, deliver written notice of such claim (describing such claim in reasonable detail) to the indemnifying party. The Subject to Section 8.06 (Termination of Indemnification) and Section 8.09 (Survival of Representations and Covenants), the failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 8.01 (General Indemnification by Seller) or 9.4 hereofSection 8.02 (General Indemnification by Purchaser), except to the extent that the indemnifying party demonstrates that it has shall have been materially prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 45 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 8.01 (General Indemnification by Seller) or 9.4 hereofSection 8.02 (General Indemnification by Purchaser), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 8.01 (General Indemnification by Seller) or 9.4 hereof, Section 8.02 (General 98 Indemnification by Purchaser) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In Except as provided in SECTION 7.2(C) above, to seek indemnification under this Article VII, an indemnified Party shall give written notification (a "Claim Notice") to the event indemnifying Party that contains (i) a description and the amount of any indemnified party should have a claim against any indemnifying party under Section 9.2 Damages incurred or 9.4 hereof that does not involve a Third-Party Claim being asserted against or sought reasonably expected to be collected from incurred by the indemnified Party (the "Claimed Amount"), (ii) a statement that the indemnified Party is entitled to indemnification under this Article VII for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner described below) in the amount of such Damages. Within ten (10) calendar days after delivery of a Claim Notice, the indemnifying Party shall deliver to the indemnified partyParty a written response (the "Response") in which the Indemnifying Party shall: (i) agree that the indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the indemnifying Party to the indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the indemnified Party is CNSR, the indemnified party shallParty will exercise the offset described in SECTION 7.3 below as the first recourse, as promptly as practicable after discovery (ii) agree that the indemnified Party is entitled to receive part, but not all, of such claim, deliver written notice of such claim the Claimed Amount (the "Agreed Amount") (in which case the Response shall be accompanied by a payment by the indemnifying Party to the indemnifying party. The failure indemnified Party of the Agreed Amount, by any check or by wire transfer; provided that if the Indemnified Party is CNSR, the indemnified party to so notify Party will exercise the indemnifying party shall not relieve offset described in SECTION 7.3 below as the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 first recourse, or 9.4 hereof, except to the extent (iii) dispute that the indemnifying party demonstrates that it has been materially prejudiced by such failureindemnified Party is entitled to receive any of the Claimed Amount. If the indemnifying party does not notify Party in the indemnified party within thirty (30) Business Days following its receipt of such notice that the indemnifying party Response disputes its liability to the indemnified party under Section 9.2 for all or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability part of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided aboveClaimed Amount, the indemnifying party Party and the indemnified party Party shall proceed follow the procedures set forth in good faith to negotiate a below for the resolution of such dispute and(a "Dispute"). During the fifteen (15)-day period following the delivery of a Response that reflects a Dispute, if the indemnifying Party and the indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved through negotiationswithin such fifteen (15)-day period, such dispute the indemnifying Party and the indemnified Party shall be resolved by litigation submit the Dispute to arbitration pursuant to Section 10.9 hereofthe terms set forth on SCHEDULE 7.2(D) attached hereto.

Other Claims. In the event any A claim by an indemnified party should have under this Article VII for any matter not involving a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Third Party Claim being asserted against or sought to be collected from and in respect of which such indemnified partyparty would be entitled to indemnification hereunder may be made by delivering, the indemnified party shallin good faith, as promptly as practicable after discovery of such claim, deliver a written notice of such claim to the indemnifying party. The failure party (a “Claim Notice”), which notice shall contain (a) a description and the amount of any Losses incurred or suffered or an estimate of Losses reasonably expected to be incurred or suffered by any the indemnified party if known or reasonably capable of estimation, and the method of computation of such Losses (the “Claim Amount”), (b) a statement that the indemnified party is entitled to indemnification under this Article VII for such Losses and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses or an estimate of such Losses if known; provided, that the failure to so notify the such indemnifying party shall will not relieve the indemnifying party from any liability which that it may have to such any indemnified party under Section 9.2 7.1 or 9.4 hereofSection 7.2 unless, except and only to the extent that that, the indemnifying party demonstrates that it has been is actually materially prejudiced by such failure. Within twenty (20) Business Days after delivery of a Claim Notice, the indemnifying party shall deliver to the indemnified party a written response in which the indemnifying party shall either (i) agree that the indemnified party is entitled to receive the Claim Amount (in which case such response shall be accompanied by a payment to the indemnified party of the Claim Amount by the indemnifying party by wire transfer of immediately available funds), (ii) agree that the indemnified party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (i) or (ii), the “Agreed Amount”) (in which case such response shall be accompanied by a payment to the indemnified party of the Agreed Amount by the indemnifying party by wire transfer of immediately available funds) or (iii) contest that the indemnified party is entitled to receive any of the Claim Amount. If any such dispute described in clause (iii) of the preceding sentences is not resolved within twenty (20) Business Days following the delivery by the indemnifying party of such response, the indemnifying party and the indemnified party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.8. If the indemnifying party does not notify the indemnified party within thirty twenty (3020) Business Days following its receipt of such notice a Claim Notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 with respect to the Claim Amount in whole or 9.4 hereofin part, such claim specified by the indemnified party in such notice Claim Notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 7.1 or 9.4 hereofSection 7.2, as applicable, with respect to the undisputed portion of the Claim Amount and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice Claim Notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claimFor all purposes of this Section 7.4, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute Seller shall be resolved by litigation pursuant entitled to Section 10.9 hereofdeliver Claim Notices to Purchaser on behalf of Seller Indemnified Parties, and Purchaser shall be entitled to deliver Claim Notices to Seller on behalf of the Purchaser Indemnified Parties.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 13.01 or 9.4 hereof 13.02 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The Subject to Sections 13.01(b) and 13.02(b), the failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 13.01 or 9.4 hereof13.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. The indemnifying party shall have 60 calendar days following its receipt of such notice to dispute its liability to the indemnified party under Section 13.01 or 13.02. The indemnified party shall reasonably cooperate with and assist the indemnifying party in determining the validity of any claim for indemnity by the indemnified party and in otherwise resolving such matters. Such cooperation and assistance shall include retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records that are reasonably relevant to such matters, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and providing such reasonable cooperation and assistance in the investigation and resolution of such matters as the indemnifying party may reasonably request. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following 60 days from its receipt of such a notice pursuant to the first sentence of this Section 13.04(d) that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice notice, that claim shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedhereunder. If the indemnifying party has timely disputed its liability with respect to such that claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such that dispute and, if not resolved through negotiations, such dispute shall may be resolved by litigation proceedings in an appropriate court of competent jurisdiction in accordance with Section 14.10 if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. Payment of the amount set forth in a notice of a claim pursuant to the first sentence of this Section 10.9 hereof.13.04(d) that has not been disputed shall be made 115

Other Claims. In the event any indemnified party Indemnified Party should have a claim under this Article IX against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver Indemnified Party shall give prompt written notice and the details thereof, including copies of all relevant information and documents and, if then known, the amount or method of computation of the amount of such claim (collectively, an "Indemnity Notice") to the indemnifying partyIndemnifying Party. The failure by any indemnified party Indemnified Party to so notify the indemnifying party give prompt written notice shall not relieve impair the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, Indemnified Party's rights hereunder except to the extent that the indemnifying party Indemnifying Party demonstrates that it has been materially prejudiced by such failurethereby. If the indemnifying party does not The Indemnifying Party shall notify the indemnified party Indemnified Party within a period of thirty (30) Business Days following its days after the receipt of the Indemnity Notice by the Indemnifying Party (the "Indemnity Response Period") whether or not the Indemnifying Party disputes its Liability to the Indemnified Party under this Article IX with respect to such notice claim. If the Indemnifying Party notifies the Indemnified Party that the indemnifying party Indemnifying Party does not dispute its Liability for the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Indemnity Response Period whether or not the Indemnifying Party disputes its liability to Liability for the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party described in such notice shall Indemnity Notice, the Losses of the Indemnified Party as finally determined will be conclusively deemed to be a liability Liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, this Article IX and the indemnifying party Indemnifying Party shall pay the amount of such liability Losses to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedIndemnified Party. If the indemnifying party has timely disputed Indemnifying Party notifies the Indemnified Party within the Indemnity Response Period that the Indemnifying Party disputes its liability Liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution resolve such dispute in accordance with Section 11.12 hereof. If the Indemnifying Party is determined to be liable for the Losses of the Indemnified Party relating to such claim under this Article IX, the Indemnifying Party shall pay the amount of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant Losses to Section 10.9 hereofthe Indemnified Party.

Other Claims. In the event Within thirty (30) Business Days after a party obtains Knowledge that it has sustained any indemnified party should have a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does Damages not involve involving a Third-Party Claim being asserted against or sought action which such party reasonably believes may give rise to be collected a claim for indemnification from another party hereunder, such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Person shall deliver written notice of such claim to the indemnifying party. The Indemnifying Person, together with a brief description of the facts and data which support the claim for indemnification; provided, however, that failure by any indemnified party to so notify the indemnifying party Indemnifying Person shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereofIndemnifying Person of its indemnification obligations hereunder, except to the extent that the indemnifying party demonstrates that it has been materially Indemnifying Person is actually prejudiced by thereby. Any such failurenotice must be made to the Indemnifying Person not later than the expiration of the applicable survival period specified in Section 9.03(c). If the indemnifying party Indemnifying Person does not notify the indemnified party Indemnified Person within thirty (30) Business Days following its receipt of such notice that the indemnifying party Indemnifying Person disputes its liability to the indemnified party Indemnified Person under Section 9.2 or 9.4 hereofthis Article IX, such claim specified by the indemnified party Indemnified Person in such notice shall be conclusively deemed a liability Liability of the indemnifying party Indemnifying Person under Section 9.2 or 9.4 hereof, this Article IX and the indemnifying party Indemnifying Person shall pay the amount of such liability claim to the indemnified party Indemnified Person on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Person has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Person and the indemnified party Indemnified Person shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof9.03(g).

Other Claims. In the event any indemnified party should have a ------------ claim against any indemnifying party under Section 9.2 6.02 or 9.4 hereof 6.03 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the indemnified party's request for indemnification hereunder. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 6.02 or 9.4 hereof6.03, except to the extent that the indemnifying party demonstrates that it has been materially actually prejudiced by such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin accordance with the Dispute Resolution Procedures.

Other Claims. In the event any indemnified party should have has a claim against any indemnifying party under Section 9.2 8.1 or 9.4 hereof 8.2 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 8.1 or 9.4 hereof8.2, except to the extent that the indemnifying party demonstrates that it has shall have been materially actually prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 8.1 or 9.4 hereof8.2, such claim -27- specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 8.1 or 9.4 hereof, 8.2 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by any party may commence litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event Within thirty (30) Business Days after a party obtains Knowledge that it has sustained any indemnified party should have a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does Damages not involve involving a Third-Party Claim being asserted against or sought action which such party reasonably believes may give rise to be collected a claim for indemnification from another party hereunder, such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Person shall deliver written notice of such claim to the indemnifying party. The Indemnifying Person, together with a brief description of the facts and data which support the claim for indemnification; provided, however, that failure by any indemnified party to so notify the indemnifying party Indemnifying Person shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereofIndemnifying Person of its indemnification obligations hereunder, except to the extent that the indemnifying party demonstrates that it has been materially Indemnifying Person is actually prejudiced by thereby. Any such failurenotice must be made to the Indemnifying Person not later than the expiration of the applicable survival period specified in Sections 11.1 and 11.7 above. If the indemnifying party Indemnifying Person does not notify the indemnified party Indemnified Person within thirty (30) Business Days following its receipt of such notice that the indemnifying party Indemnifying Person disputes its liability to the indemnified party Indemnified Person under Section 9.2 or 9.4 hereofthis Article 11, such claim specified by the indemnified party Indemnified Person in such notice shall be conclusively deemed a liability Liability of the indemnifying party Indemnifying Person under Section 9.2 or 9.4 hereof, this Article 11 and the indemnifying party Indemnifying Person shall pay the amount of such liability claim to the indemnified party Indemnified Person on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Person has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Person and the indemnified party Indemnified Person shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof11.11 below.

Other Claims. In the event any indemnified party the Indemnified Person should have a claim against any indemnifying party the Indemnifying Person under Section 9.2 or 9.4 hereof 8.1 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partythe Indemnified Person, the indemnified party shall, as Indemnified Person shall promptly as practicable after discovery of such claim, deliver written notice of such claim (describing such claim in reasonable detail) to the indemnifying partyIndemnifying Person. The Subject to Section 8.5 and Section 8.7, the failure by any indemnified party the Indemnified Person to so notify the indemnifying party Indemnifying Person shall not relieve the indemnifying party Indemnifying Person from any liability which that it may have to such indemnified party the Indemnified Person under Section 9.2 or 9.4 hereof8.1, except to the extent that the indemnifying party demonstrates that it has Indemnifying Person shall have been materially prejudiced by as a result of such failure. If the indemnifying party Indemnifying Person does not notify the indemnified party Indemnified Person within thirty (30) Business Days calendar days following its receipt of such notice that the indemnifying party Indemnifying Person disputes its liability to the indemnified party Indemnified Person under Section 9.2 or 9.4 hereof8.1, such claim specified by the indemnified party Indemnified Person in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Person under Section 9.2 or 9.4 hereof, 8.1 and the indemnifying party Indemnifying Person shall pay the amount of such liability to the indemnified party Indemnified Person on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If For the indemnifying avoidance of doubt, Section 6.14, and not this Section 8.6, shall govern Tax Contests and third party has timely disputed its liability with respect claims primarily related to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofTaxes.

Other Claims. In the event any indemnified party Indemnified Party should have a claim under this Article VI against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shallIndemnified Party shall promptly give written notice (the “Indemnity Notice”) and the details thereof, as promptly as practicable after including copies of all relevant information and documents to the Indemnifying Party within a period of thirty (30) days following the discovery of such claim, deliver written notice of such the claim to by the indemnifying partyIndemnified Party (the “Claim Notice Period”). The failure by any indemnified party Indemnified Party to so notify give the indemnifying party Indemnity Notice within the Claim Notice Period shall not relieve impair the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, Indemnified Party’s rights hereunder except to the extent that the indemnifying party an Indemnifying Party demonstrates that it has been materially prejudiced by such failurethereby. If the indemnifying party does not The Indemnifying Party will notify the indemnified party Indemnified Party within thirty a period of twenty (3020) Business Days following its days after the receipt of such notice that the indemnifying party Indemnity Notice by the Indemnifying Party (the “Indemnity Response Period”) whether the Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereof, this Article VI with respect to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim specified by the indemnified party described in such notice shall Indemnity Notice or fails to notify the Indemnified Party within the Indemnity Response Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the actual Losses as finally determined will be conclusively deemed to be a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, this Article VI and the indemnifying party Indemnifying Party shall pay the amount of such liability Losses to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determineddemand. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.6.6

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 11(a) or 9.4 hereof 11(b) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 11(a) or 9.4 hereof11(b), except to the extent that the indemnifying party demonstrates that it has shall have been materially prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 11(a) or 9.4 hereof11(b), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 11(a) or 9.4 hereof, 11(b) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to arbitration as provided in Section 10.9 hereof29.

Other Claims. In the event an Indemnified Party obtains knowledge that it has sustained any indemnified Loss not involving a third party should have claim or action which such Indemnified Party reasonably believes may give rise to a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-for indemnification from an Indemnifying Party Claim being asserted against or sought hereunder, notice shall be given by the Indemnified Party to be collected from such indemnified party, the indemnified party shall, as Indemnifying Party promptly as practicable after discovery of such claim, deliver written notice of setting forth in reasonable detail such claim to or action, provided that the indemnifying party. The failure omission by any indemnified party Indemnified Party to so notify the indemnifying party give notice as provided herein shall not relieve the indemnifying party from any liability which it may have to such indemnified party Indemnifying Party of its indemnification obligation under Section 9.2 or 9.4 hereof, this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party demonstrates that it has been Indemnifying Party and such Indemnifying Party is materially prejudiced by damaged as a result of such failurefailure to give notice. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 30 calendar days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under this Section 9.2 or 9.4 hereof12.2, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under this Section 9.2 or 9.4 hereof, 12.2 and the indemnifying party Indemnifying Party shall pay the amount of such liability claim to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party 50 and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to in an appropriate court of competent jurisdiction in accordance with Section 10.9 hereof12.10.

Other Claims. In the event any indemnified party should have has a claim against any indemnifying party under Section 9.2 7.1 or 9.4 hereof 7.2 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 7.1 or 9.4 hereof7.2, except to the extent that the indemnifying party demonstrates that it has shall have been materially actually prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 7.1 or 9.4 hereof7.2, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 7.1 or 9.4 hereof, 7.2 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofdispute.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 8.2 or 9.4 hereof 8.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The Subject to Sections 8.5 and 8.7, the failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 8.2 or 9.4 hereof8.3, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 8.2 or 9.4 hereof8.3, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 8.2 or 9.4 hereof, 8.3 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided abovebelow, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if it not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party Indemnified Party should have a claim Claim against any indemnifying party under this Section 9.2 or 9.4 hereof 10 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim Claim with reasonable promptness to the indemnifying party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party Indemnified Party under this Section 9.2 or 9.4 hereof10, except to the extent that the indemnifying party demonstrates that it has been actually materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party Indemnified Party within thirty (30) Business Days ten calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party Indemnified Party under this Section 9.2 or 9.4 hereof10, such claim Claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under this Section 9.2 or 9.4 hereof, 10 and the indemnifying party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim Claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its 36 44 liability with respect to such claimClaim, as provided above, the indemnifying party and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 Sections 13.2 or 9.4 hereof 13.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 Sections 13.2 or 9.4 hereof13.3, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 Sections 13.2 or 9.4 hereof13.3, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 Sections 13.2 or 9.4 hereof, 13.3 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party Indemnified Party should have a claim under this Article VIII against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shallIndemnified Party shall promptly give written notice (the “Indemnity Notice”) and the details thereof, as promptly as practicable after including copies of all relevant information and documents to the Indemnifying Party within a period of thirty (30) days following the discovery of such claim, deliver written notice of such the claim to by the indemnifying partyIndemnified Party (the “Claim Notice Period”). The failure by any indemnified party Indemnified Party to so notify give the indemnifying party Indemnity Notice within the Claim Notice Period shall not relieve impair the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, Indemnified Party’s rights hereunder except to the extent that the indemnifying party an Indemnifying Party demonstrates that it has been materially prejudiced by such failurethereby. If the indemnifying party does not The Indemnifying Party will notify the indemnified party Indemnified Party within thirty a period of twenty (3020) Business Days following its days after the receipt of such notice that the indemnifying party Indemnity Notice by the Indemnifying Party (the “Indemnity Response Period”) whether the Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereof, this Article VIII with respect to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim specified by the indemnified party described in such notice shall Indemnity Notice or fails to notify the Indemnified Party within the Indemnity Response Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the actual Losses as finally determined will be conclusively deemed to be a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, this Article VIII and the indemnifying party Indemnifying Party shall pay the amount of such liability Losses to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofdemand.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 12(b) or 9.4 hereof 12(c) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 12(b) or 9.4 hereof12(c), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 12(b) or 9.4 hereof12(c), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 12(b) or 9.4 hereof, 12(c) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofdispute.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 11.2 or 9.4 11.4 hereof that does not involve a Third-Party Claim being asserted against or DIAGNOSTIC DIVISION-GORES sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 11.2 or 9.4 11.4 hereof, except to the extent that the indemnifying party demonstrates that it has shall have been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty twenty (3020) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 11.2 or 9.4 11.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 11.2 or 9.4 hereof, 11.4 hereof and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate Court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 9.01 or 9.4 hereof 9.02 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereofparty, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereofparty, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 9.01 or 9.4 hereof, 9.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved 43 38 through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party Indemnitee should have a claim under this Article VI against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shallIndemnitee shall promptly give written notice (the “Indemnity Notice”) and the details thereof, as promptly as practicable after including copies of all relevant information and documents to the Indemnifying Party within a period of thirty (30) days following the discovery of such claim, deliver written notice of such the claim to by the indemnifying partyIndemnitee (the “Claim Notice Period”). The failure by any indemnified party Indemnitee to so notify give the indemnifying party Indemnity Notice within the Claim Notice Period shall not relieve impair the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, Indemnitee’s rights hereunder except to the extent that the indemnifying an Indemnifying party demonstrates that it has been materially prejudiced by such failurethereby. If the indemnifying party does not The Indemnifying Party will notify the indemnified party Indemnitee within a period of thirty (30) Business Days following its days after the receipt of such notice that the indemnifying party Indemnity Notice by the Indemnifying Party (the “Indemnity Response Period”) whether the Indemnifying Party disputes its liability to the indemnified party Indemnitee under Section 9.2 or 9.4 hereof, this Article VI with respect to such claim. If the Indemnifying Party notifies the Indemnitee that it does not dispute the claim specified by the indemnified party described in such notice shall Indemnity Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the actual Losses as finally determined will be conclusively deemed to be a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, this Article VIII and the indemnifying party Indemnifying Party shall pay the amount of such liability Losses to the indemnified party Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determineddemand. If the indemnifying party has timely disputed Indemnifying Party notifies the Indemnitee within the Indemnity Response Period that the Indemnifying Party disputes its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party shall Indemnitee will proceed in good faith to negotiate a resolution of such dispute anddispute, and if not resolved through negotiationsnegotiations within a period of thirty (30) days from the date of such notice, such dispute shall be resolved by litigation pursuant to arbitration in accordance with Section 10.9 6.3.3 hereof.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 6.01 or 9.4 hereof 6.02 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver prompt written notice of such claim to the indemnifying partyIndemnifying Party (the "Other Claim Notice") which notice to be a valid Other Claim Notice must certify that the Indemnified Party has in good faith already sustained Losses with respect to such claim. The failure by any indemnified party Indemnified Party to so notify the indemnifying party Indemnifying Party promptly (so long as a valid Other Claim Notice is given before the expiration of the applicable period) shall not relieve the indemnifying party Indemnifying Party from any liability which that it may have to such indemnified party Indemnified Party under Section 9.2 6.01 or 9.4 hereof6.02, except to the extent that the indemnifying party demonstrates that it Indemnifying Party has been materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 30 10 business days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 6.01 or 9.4 hereof6.02, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 6.01 or 9.4 hereof, 6.02 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice Other Claim Notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined, in each case subject to the provisions of Section 6.04(d). If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 10.02 or 9.4 hereof Section 10.03 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness to the indemnifying partyIndemnifying Party. The Such notice shall state (i) that the Indemnified Party has suffered a Loss for which it is entitled to indemnification, (ii) the aggregate amount of such Loss, and (iii) in reasonable detail the nature and amount of such Loss. Subject to Section 10.05 and Section 10.07, the failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which that it may have to such indemnified party Indemnified Party under Section 9.2 10.02 or 9.4 hereofSection 10.03, except to the extent that the indemnifying party Indemnifying Party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party in writing within thirty (30) Business Days days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability or the amount of the liability to the indemnified party Indemnified Party under Section 9.2 10.02 or 9.4 hereofSection 10.03, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 10.02 or 9.4 hereof, Section 10.03 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed Indemnifying Party notifies the [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Indemnified Party in writing that it disputes its liability with respect or the amount of the liability to the Indemnified Party (such claimnotice, as provided abovea “Dispute Notice”), the indemnifying party and the indemnified party shall proceed Parties will (i) negotiate in good faith to negotiate try to resolve the dispute for a resolution period of thirty (30) days, and if the Parties fail to resolve the dispute in such thirty (30) day period, shall (ii) cooperate to submit such dispute andto arbitration as provided in Section 11.14 hereof within forty (40) days of delivery of the Dispute Notice to the Indemnified Party. If the final decision of the arbitrators, if not resolved through negotiationsas provided in Section 11.14, provides that the Indemnifying Party is liable to the Indemnified Party, the Indemnifying Party shall pay the amount determined by the arbitrators as soon as practicable after such dispute shall be resolved determination by litigation pursuant to Section 10.9 hereofthe arbitrators.

Other Claims. In the event any A claim by an indemnified party should have a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does 8.04 for any matter not involve involving a Third-claim of a Third Party Claim being asserted against or sought to be collected from and in respect of which such indemnified partyparty seeks indemnification hereunder may be made by delivering, the indemnified party shallin good faith, as promptly as practicable after discovery of such claim, deliver a written notice of such claim demand to the indemnifying party. The failure , which notice shall contain (a) a description and the amount of any Losses incurred or suffered or reasonably expected to be incurred or suffered by any the indemnified party to so notify the extent known, (b) a statement that the indemnified party is entitled to indemnification under Section 8.05 for such Losses and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses. For all purposes of this Section 8.05(d), Seller shall be entitled to deliver such notice of demand to the Purchasers on behalf of the Seller Indemnified Parties, and the Purchasers shall be entitled to deliver such notice of demand to Seller on behalf of the Purchaser Indemnified Parties. Within 30 days after receipt by the indemnifying party of any such notice, the indemnifying party may deliver to the indemnified party that delivered the notice a written response in which the indemnifying party (a) agrees that the indemnified party is entitled to the full amount of the Losses claimed in the notice from the indemnified party; (b) agrees that the indemnified party is entitled to part, but not all, of the amount of the Losses claimed in the notice from the indemnified party; or (c) indicates that the indemnifying party disputes the entire amount of the Losses claimed in the notice from the indemnified party. If the indemnified party does not receive such a response from the indemnifying party within such 30 day period, then the indemnifying party shall not relieve be conclusively deemed to have agreed that the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except is entitled to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failurefull amount. If the indemnifying party does not notify and the indemnified party are unable to resolve any dispute relating to any amount of the Losses claimed in the notice from the indemnified party within thirty (30) Business Days following its receipt days after the delivery of the response to such notice that from the indemnifying party disputes its liability to party, then the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice parties shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability entitled to the indemnified party on demand or, in the case of resort to any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect legal remedy available to such claimparty to resolve such dispute, as provided abovesubject to all the terms, the indemnifying party conditions and the indemnified party shall proceed in good faith to negotiate a resolution limitations of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofthis Agreement.

Other Claims. In the event If any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 8.1 or 9.4 hereof 8.2, as applicable, that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness to the indemnifying partyIndemnifying Party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 8.1 or 9.4 hereof8.2, as applicable, except to the extent that the indemnifying party Indemnifying Party demonstrates that it has been materially and actually prejudiced by as a result of such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 30 days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 8.1 or 9.4 hereof8.2, as applicable, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 8.1 or 9.4 hereof8.2, as applicable, and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim Losses (or any portion thereof) is estimated, on such later date when the amount of such claim Losses (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed resolve such dispute as follows: (i) first, the parties shall negotiate in good faith for a period of up to negotiate a resolution of 21 days to resolve such dispute anddispute, then (ii) if not resolved through negotiationsthe Indemnifying Party and the Indemnified Party are unable to reach an agreement, such dispute shall be resolved by litigation pursuant to in accordance with Section 10.9 hereof10.7.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof that does not involve a Third-Party Claim 7.2.1 being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim to the indemnifying partyIndemnifying Party with reasonable promptness. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except to the extent that the indemnifying party demonstrates Indemnifying Party has proved that it has been materially prejudiced as a result of such failure in which case the amount of the indemnification due from the Indemnifying Party shall be reduced by such failurethe amount of direct damages proved by the Indemnifying Party. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) 30 Business Days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereof7.2.1, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, 7.2.1 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim Loss (or any portion thereof) is estimated, on such later date when the amount of such claim Loss (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed resolve such dispute as follows: (i) first, the parties shall negotiate in good faith for a period of up to negotiate a resolution of 15 Business Days to resolve such dispute, then (ii) if the Indemnifying Party and the Indemnified Party are unable to reach an agreement, they shall resolve such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to in accordance with Section 10.9 hereof10.4 hereunder.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 9.01 or 9.4 hereof 9.02 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery shall deliver notice of such claim, deliver written notice claim promptly (but in no event more than 30 days) following discovery by the indemnified party of such claim to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 9.01 or 9.4 hereof9.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 9.01 or 9.4 hereof9.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 9.01 or 9.4 hereof, 9.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of resolve such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to in accordance with Section 10.9 11.09 hereof.

Other Claims. In the event any indemnified party Indemnified Party should have a claim Claim against any indemnifying party Indemnifying Party under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof 10.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim Claim with reasonable promptness to the indemnifying partyIndemnifying Party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability Liability which it may have to such indemnified party Indemnified Party under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof10.3, except to the extent that the indemnifying party Indemnifying Party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 20 calendar days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability Liability to the indemnified party Indemnified Party, under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof10.3, such claim Claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability Liability of the indemnifying party Indemnifying Party under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof, 10.3 and the indemnifying party Indemnifying Party shall pay the amount of such liability Liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim Claim (or any portion thereof) is estimated, on such later date when the amount of such claim Claim (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability Liability with respect to such claimClaim, as provided above, the indemnifying party Indemnifying Party, and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant in an appropriate court of competent jurisdiction; provided, however, that if such dispute concerns; indemnification for environmental matters under Section 10.1, it shall be submitted to arbitration in accordance with the procedures set forth in Section 10.9 hereof10.1.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness and detailing the basis for such claim or claims to the indemnifying partyIndemnifying Party. The As long as the notice is provided within the relevant survival period, if any, set forth in Section 11.1(a) above, the failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which that it may have to such indemnified party under Section 9.2 or 9.4 hereofIndemnified Party, except to the extent that the indemnifying party demonstrates that it has Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure. If the indemnifying party does not The Indemnifying Party shall notify the indemnified party Indemnified Party within thirty (30) 10 Business Days following its receipt of such notice that if the indemnifying party Indemnifying Party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereofIndemnified Party, provided, that the failure by any Indemnifying Party so to timely notify the Indemnified Party shall not affect any defense the Indemnifying Party may have to such claim specified by Indemnified Party, except to the indemnified party in such notice extent that the Indemnified Party shall be conclusively deemed have been actually and materially prejudiced as a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount result of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedfailure. If the indemnifying party has timely disputed its liability with respect Indemnifying Party and the Indemnified Party fail to resolve any such claim, as provided abovedispute within 90 days following the receipt of the notice of claim by the Indemnified Party, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved referred to binding arbitration in such manner as the parties with reasonable promptness may agree or, if the parties do not so agree, shall be determined by litigation pursuant to Section 10.9 hereofan Illinois court.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 Sections 8.02 or 9.4 hereof 8.03 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice (“Claims Notice”) of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 Sections 8.02 or 9.4 hereof8.03, except to the extent that the indemnifying party demonstrates that it has been materially actually prejudiced by such failurefailure or to the extent such failure extends beyond the applicable survival period set forth in Section Sections 8.01. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days days following its receipt of such notice Claims Notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 Sections 8.02 or 9.4 hereof8.03, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 Sections 8.02 or 9.4 hereof, 8.03 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute dispute, and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. A claim for indemnification for any matter not involving a Third Party Claim shall be asserted by the party seeking indemnification hereunder (the “Indemnified Party”) to (x) Parent in the event that the Indemnified Party is a Securityholders’ Indemnified Person and (y) the Stockholders Representative in the event that the Indemnified Party is a Parent’s Indemnified Person, in each case, in writing with reasonable promptness, alleging in good faith a breach of any representation, warranty or covenant or other right to indemnification and setting forth the obligation with respect to which the claim is made and, with reasonable specificity to the extent known, the facts giving rise to and the alleged basis for such claim and, to the extent reasonably estimable, an estimate of the amount of the Losses (or if known, the amount of the Losses) asserted by reason thereof (an “Indemnification Claim Notice”), but any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party other than to the extent (i) the Indemnifying Party is materially prejudiced thereby or (ii) such notice is delivered after the expiration of the survival period in Section 9.05(a) applicable to the matter set forth in such notice. In the event any indemnified party should have a claim against any indemnifying party the Indemnifying Party disputes its obligation to indemnify the Indemnified Party under Section 9.2 or 9.4 hereof that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified partythis Article IX, the indemnified party shall, as promptly as practicable Indemnifying Party shall have 30 days after discovery receipt of such claim, deliver an Indemnification Claim Notice under this Section 9.04 to give written notice of such claim to objection, and (with reasonable specificity) the indemnifying party. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failuregrounds therefor. If the indemnifying party does not notify Indemnifying Party delivers an Indemnification Claim Notice, then the indemnified party within thirty (30) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, Indemnified Party and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed attempt in good faith to negotiate resolve any such objections raised by the Indemnifying Party in such Indemnification Claim Notice. No payment on the disputed portion of the claim will be made to the Indemnified Party until such dispute is resolved, whether by adjudication of such matter, agreement between the Indemnified Party and the Indemnifying Party or otherwise. If the Indemnified Party and the Indemnifying Party agree to a resolution of such dispute andobjection, if not resolved through negotiations, such dispute then a writing setting forth the matters conclusively determined by the Indemnified Party and the Indemnifying Party shall be resolved prepared and signed by litigation pursuant to Section 10.9 hereofboth parties, and shall be binding and conclusive upon the parties hereto.

Other Claims. In the event order for an Indemnified Party to be entitled to any indemnified party should have a claim against any indemnifying party indemnification under Section 9.2 this Article 7 (Indemnification) in respect of Losses that do not arise out of or 9.4 hereof that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyclaim, the indemnified party shallIndemnified Party must notify indemnifying Party promptly in writing (including in such notice a brief description of the claim for indemnification and the Loss, as promptly as practicable after discovery of such claimincluding damages sought or estimated, deliver written notice of such claim to the indemnifying party. The extent actually known or reasonably capable of estimation by the Indemnified Party); provided, however, that the failure by any indemnified party to so notify promptly provide such notice will not affect the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party indemnification provided under Section 9.2 or 9.4 hereof, this Article 7 (Indemnification) except to the extent that the indemnifying party demonstrates that it Party has been actually and materially prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following its The Indemnifying Party will have 30 days from receipt of such notice that of claim to dispute the indemnifying party disputes its liability claim and will reasonably cooperate and assist the Indemnified Party in determining the validity of the claim for indemnity. To the extent necessary to review such notice, the Indemnified Party shall allow the Indemnifying Party reasonable access during normal business hours to investigate the matter or circumstance alleged to give rise to the indemnified party under Section 9.2 or 9.4 hereofapplicable claim, and whether and to what extent any amount is payable in respect of the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within 30 days after its receipt of the notice of claim, then the claim specified by the indemnified party in such notice shall of claim will be conclusively deemed a liability of Loss subject to indemnification hereunder. If the indemnifying party under Section 9.2 or 9.4 hereofIndemnifying Party responds to such notice and agrees with it, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of then such claim (or such portion thereof) becomes shall be deemed finally determined. If the indemnifying party has timely disputed its liability with respect Indemnifying Party responds to such notice and disagrees with all or a portion of the claim, as provided above, then the indemnifying party portion of the claim that is agreed shall be deemed finally determined and the indemnified party Indemnified Party and Indemnifying Party shall proceed negotiate in good faith to negotiate for a resolution period of 30 days from the date of such dispute andresponse to resolve such unresolved portion of such claim. Following such 30-day negotiation period, if either Party may bring an action or proceeding in accordance with Section 9.10 (Jurisdiction; Venue). The unresolved portion of any such claim shall not be deemed finally determined until and unless either resolved through negotiations, such dispute shall be resolved in writing by litigation pursuant to the Indemnified Party and the Indemnifying Party or in accordance with Section 10.9 hereof9.10 (Jurisdiction; Venue).

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 6.01 or 9.4 hereof 6.02 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 6.01 or 9.4 hereof6.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 6.01 or 9.4 hereof6.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 6.01 or 9.4 hereof, 6.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 Sections 11(b), 11(c) or 9.4 hereof 11(d) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 11(b), 11(c) or 9.4 hereof11(d), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 20 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 Sections 11(b), ll(c) or 9.4 hereof11(d), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 11(b), 11(c) or 9.4 hereof, 11(d) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant in an appropriate court of competent jurisdiction; provided, however, that if such dispute concerns indemnification for environmental matters under Section 11(b), it shall be submitted to arbitration in accordance with the procedures set forth in Section 10.9 hereof11(b).

Other Claims. In the event any indemnified party should have Indemnified ------------ Party has a claim against any indemnifying party under Section 9.2 11.2(a) or 9.4 hereof 11.2(b) that does not involve a Third-Third --------------- ------- Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of an Indemnification Claim Notice regarding such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party Indemnified Party under Section 9.2 11.2(a) or 9.4 hereof11.2(b), --------------- ------- except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failurefailure to notify directly increased the amount to be indemnified hereunder. If the indemnifying party does not notify the indemnified party Indemnified Party within thirty ten (3010) Business Days calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party Indemnified Party under Section 9.2 11.2(a) or 9.4 hereof11.2(b), such claim specified --------------- ------- by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability Liability of the indemnifying party under Section 9.2 11.2(a) or 9.4 hereof, 11.2(b) and the indemnifying party --------------- ------- shall pay the amount of such liability Liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In the event any indemnified party should have has a claim against any indemnifying party under Section 9.2 8.1 or 9.4 hereof 8.2 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 8.1 or 9.4 hereof8.2, except to the extent that the indemnifying party demonstrates that it has shall have been materially actually prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 8.1 or 9.4 hereof8.2, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 8.1 or 9.4 hereof, 8.2 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by any party may commence litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a ------------ claim against any indemnifying party under Section 9.2 12.2(a) or 9.4 hereof 12.2(b) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 12.2(a) or 9.4 hereof12.2(b), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 business days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 12.2(a) or 9.4 hereof12.2(b), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 12.2(a) or 9.4 hereof, 12.2(b) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute dispute, and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a ------------ claim against any indemnifying party under Section 9.2 6.01 or 9.4 hereof 6.02 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the indemnified party's request for indemnification hereunder. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 6.01 or 9.4 hereof6.02, except to the extent that the indemnifying party demonstrates that it has been materially actually prejudiced by such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin accordance with the Dispute Resolution Procedures.

Other Claims. In the event any indemnified party should have an Indemnified Party has a claim against any indemnifying party an Indemnifying Party under Section 9.2 5.01, Section 5.08 or 9.4 hereof this Article VI that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shallIndemnified Party shall notify the Indemnifying Party in writing of such claim (setting forth in reasonable detail the facts giving rise to such claim (to the extent known) and the amount or estimated amount (to the extent reasonably estimable) of Damages and supporting information and/or materials reasonably necessary to evidence such Damages arising out of, as promptly as practicable after discovery involving or otherwise in respect of such claim, deliver written notice ) with reasonable promptness after becoming aware of such claim claim; provided, however, that failure to the indemnifying party. The failure by any indemnified party to so notify the indemnifying party give such notification shall not relieve affect the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, indemnification provided hereunder except to the extent that the indemnifying party demonstrates that it has Indemnifying Party shall have been materially prejudiced by as a result of such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty twenty (3020) Business Days following its the Indemnifying Party’s receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 5.01, Section 5.08 or 9.4 hereofthis Article VI, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, Indemnifying Party and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes fully and finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In the event any indemnified party should have An Indemnified Party wishing to assert a claim against for indemnification under this Article VIII shall deliver to the Indemnifying Party on or before the applicable Survival Date, a written notice (a “Claim Notice”) which contains (i) a description and the amount, if then known (the “Claimed Amount”), of any indemnifying party Losses incurred or suffered (or which reasonably could be incurred or suffered) by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under Section 9.2 or 9.4 hereof that does not involve this Article VIII and a Third-Party reasonable explanation of the basis therefor, and (iii) a demand for payment of the Claimed Amount. Within thirty (30) days after delivery of a Claim being asserted against or sought to be collected from such indemnified partyNotice, the indemnified party Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (x) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case, subject to Section 8.4, such response shall be accompanied by payment to the Indemnified Party of the Claimed Amount, by check or by wire transfer, as promptly as practicable after discovery applicable), (y) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such claimpart, deliver written notice of the “Agreed Amount”) (in which case, subject to Section 8.4, such claim response shall be accompanied by a payment to the indemnifying party. The failure Indemnified Party of the Agreed Amount, by any indemnified party to so notify check or by wire transfer, as applicable, and the indemnifying party remainder of the Claimed Amount shall not relieve be resolved in accordance with the indemnifying party from any liability which it may have to such indemnified party under following provisions in this Section 9.2 8.2.2, or 9.4 hereof, except to the extent (z) contest that the indemnifying party demonstrates that it has been materially prejudiced by such failureIndemnified Party is entitled to receive any of the Claimed Amount. If the indemnifying party does Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, thirty (30) days thereafter, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such Dispute without recourse to litigation. If such Dispute is not notify the indemnified party resolved within thirty (30) Business Days days following its receipt the delivery by the Indemnifying Party of such notice that contest notice, the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, Indemnifying Party and the indemnifying party Indemnified Party shall pay each have the amount right to submit such Dispute for resolution in accordance with the provisions of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof12.7.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 7.2 or 9.4 hereof 7.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice (“Claims Notice”) of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 7.2 or 9.4 hereof7.3, except to the extent that the indemnifying party demonstrates that it has been materially actually prejudiced by such failurefailure or to the extent such failure extends beyond the applicable survival period set forth in Section 7.1. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days days following its receipt of such notice Claims Notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 7.2 or 9.4 hereof7.3, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 7.2 or 9.4 hereof, 7.3 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or direct the Escrow Agent to disburse such funds pursuant to the Escrow Agreement, as applicable, or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute dispute, and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 11(b) or 9.4 hereof 11(c) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 11(b) or 9.4 hereof11(c), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 45 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 11(b) or 9.4 hereof11(c), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 11(b) or 9.4 hereof, 11(c) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof Sections 7.1 and 7.2 that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness to the indemnifying partyIndemnifying Party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 or 9.4 hereofSections 7.1 and 7.2, except to the extent that the indemnifying party Indemnifying Party demonstrates that it has been materially actually prejudiced by as a result of such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 60 days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereofSections 7.1 and 7.2, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, Sections 7.1 and 7.2 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim Loss (or any portion thereof) is estimated, on such later date when the amount of such claim Loss (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed negotiate in good faith for a period of up to negotiate a resolution of 21 days to resolve such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofdispute.

Other Claims. In the event any A claim by an indemnified party should have under this ARTICLE VII for any matter not involving a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Third Party Claim being asserted against or sought to be collected from and in respect of which such indemnified partyparty seeks indemnification hereunder may be made by delivering, the indemnified party shallin good faith, as promptly as practicable after discovery of such claim, deliver a written notice of such claim demand to the indemnifying party. The failure , which notice shall contain (a) a description and the amount of any Losses incurred or suffered or reasonably expected to be incurred or suffered by any the indemnified party to so notify the extent known, (b) a statement that the indemnified party is entitled to indemnification under this ARTICLE VII for such Losses and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses. For all purposes of this Section 7.4, the Seller shall be entitled to deliver such notice of demand to the Purchaser on behalf of the Seller Indemnified Parties, and the Purchaser shall be entitled to deliver such notice of demand to the Seller on behalf of the Purchaser Indemnified Parties. Within fourteen (14) days after receipt by the indemnifying party of any such notice, the indemnifying party may deliver to the indemnified party that delivered the notice a written response in which the indemnifying party (a) agrees that the indemnified party is entitled to the full amount of the Losses claimed in the notice from the indemnified party; (b) agrees that the indemnified party is entitled to part, but not all, of the amount of the Losses claimed in the notice from the indemnified party; or (c) indicates that the indemnifying party disputes the entire amount of the Losses claimed in the notice from the indemnified party. If the indemnified party does not receive such a response from the indemnifying party within such fourteen (14) day period, then the indemnifying party shall not relieve be conclusively deemed to have agreed that the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except is entitled to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failurefull amount. If the indemnifying party does not notify and the indemnified party are unable to resolve any dispute relating to any amount of the Losses claimed in the notice from the indemnified party within thirty (30) Business Days following its receipt days after the delivery of the response to such notice that from the indemnifying party disputes its liability to party, then the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice Parties shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability entitled to the indemnified party on demand or, in the case of resort to any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect legal remedy available to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith Party to negotiate a resolution of resolve such dispute andthat is provided for in this PSA, if not resolved through negotiationssubject to all the terms, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofconditions and limitations of this PSA.

Other Claims. In the event any A claim by an indemnified party should have under this Article X for any matter not involving a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Third Party Claim being asserted against or sought to be collected from and in respect of which such indemnified partyparty seeks indemnification hereunder may be made by delivering, the indemnified party shallin good faith, as promptly as practicable after discovery of such claim, deliver a written notice of such claim demand to the indemnifying party. The failure , which notice shall contain (a) a description and the amount of any Losses incurred or suffered by any the indemnified party, (b) a statement that the indemnified party is entitled to so notify indemnification under this Article X for such Losses and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses. For all purposes of this Section 10.4, the Company shall be entitled to deliver such notice of demand to the Investor Representative on behalf of the Company Indemnified Parties, and the Investor Representative shall be entitled to deliver such notice of demand to the Company on behalf of the Investor Indemnified Parties. Within thirty (30) days after receipt by the indemnifying party of any such notice, the indemnifying party may deliver to the indemnified party that delivered the notice a written response in which the indemnifying party (a) agrees that the indemnified party is entitled to the full amount of the Losses claimed in the notice from the indemnified party; (b) agrees that the indemnified party is entitled to part, but not all, of the amount of the Losses claimed in the notice from the indemnified party; or (c) indicates that the indemnifying party disputes the entire amount of the Losses claimed in the notice from the indemnified party. If the indemnified party does not receive such a response from the indemnifying party within such thirty (30)-day period, then the indemnifying party shall not relieve be conclusively deemed to have agreed that the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except is entitled to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failurefull amount. If the indemnifying party does not notify and the indemnified party are unable to resolve any Dispute relating to any amount of the Losses claimed in the notice from the indemnified party within thirty (30) Business Days following its receipt days after the delivery of the response to such notice that from the indemnifying party disputes its liability to party, then the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice parties shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability entitled to the indemnified party on demand or, in the case of resort to any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect legal remedy available to such claimparty to resolve such Dispute that is provided for in this Agreement, as provided abovesubject to all the terms, the indemnifying party conditions and the indemnified party shall proceed in good faith to negotiate a resolution limitations of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofthis Agreement.

Other Claims. An Indemnified Party may also give to an ------------- Indemnifying Party one or more notices (each, a "Claims Notice") at any time and from time to time, during the period from the Closing through the applicable time limitations set forth in Section 6.7 containing the applicable information set forth in subparagraph (b) below and stating that, pursuant to this Agreement, the Indemnified Party is asserting a right of indemnity pursuant to Article 6 with respect to a claim (a "Claim"). In the event case of any indemnified party should have a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shallamount of which is not reasonably ascertainable at the time the Claims Notice of such Claim is given, as the Indemnified Party agrees to promptly as practicable give written notice to the Indemnifying Party of the amount of such Claim promptly after discovery such amount becomes reasonably ascertainable. (a) A Claims Notice given shall set forth the nature and details of such claim, deliver written notice the Section of this Agreement pursuant to which the Claim is made, the amount thereof if reasonably ascertainable (or a statement that the amount thereof is not then reasonably ascertainable and the basis for such claim to statement) and whether or not such Claim arises from the indemnifying assertion of liability by a third party. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within (b) Within thirty (30) Business Days days following its receipt delivery of the Claim, Indemnifying Party shall either pay to Indemnified Party the amount set forth in such notice that the indemnifying party disputes its liability Claim (if such amount is readily ascertainable) or deliver to Indemnified Party a written objection to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, Claim ("Objection"). If Indemnifying Party does not deliver an Objection in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, time as provided above, Indemnifying Party shall be deemed to have accepted the indemnifying party and the indemnified party shall proceed Claim. If Indemnifying Party delivers an Objection to part of a Claim, any amount which is not in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved paid by litigation pursuant Indemnifying Party as provided above. (c) Any disputes which may arise under this Agreement with respect to Section 10.9 hereofthe payment of Claim shall be settled either by mutual agreement of Buyer and Sellers or, failing such an agreement, within ten (10) days of a "Determination." For the purpose of this Agreement, a "Determination" shall mean (i) a written compromise or settlement signed by Buyer and the Sellers or (ii) a binding arbitration award or a judgment of a court of competent jurisdiction in the United States of America or elsewhere (the time for appeal having expired and no appeal having been perfected) which resolves a Claim under this Agreement and is accompanied by a written opinion of legal counsel for the presenting party that such award or judgment is final. 6.11

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 10.01(a) or 9.4 hereof 10.01(b) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 10.01(a) or 9.4 hereof10.01(b), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 10.01(a) or 9.4 hereof10.01(b), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 10.01(a) or 9.4 hereof, 10.01(b) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith 29 29 to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 or 9.4 hereof that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall 80 proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In the event any indemnified party should have Indemnified Party has a claim under this Article IX against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver Indemnified Party shall give written notice (the “Claim Notice”) and the details thereof, including an estimate of such claim the claimed Losses and copies of all relevant information and documents, to the indemnifying party. The Indemnifying Party within a period of thirty (30) days following the discovery or receipt of notification of the claim by the Indemnified Party; provided that the failure by any indemnified party to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, Indemnifying Party of its obligations hereunder except to the extent that such failure shall have prejudiced the indemnifying party demonstrates that it has been materially prejudiced by such failureIndemnifying Party or shall have resulted in the expiration of the time period set forth in Section 9.5. If the indemnifying party does not The Indemnifying Party will notify the indemnified party Indemnified Party within a period of thirty (30) Business Days following its days after the receipt of such notice that the indemnifying party Claim Notice by the Indemnifying Party (the “Claim Response Period”) whether the Indemnifying Party disputes its liability to the indemnified party Indemnified Party under this Article IX with respect to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Claim Notice, then, subject to Section 9.2 9.6, the Losses of the Indemnified Party resulting from or 9.4 hereof, arising out of such claim specified by in the indemnified party in such notice shall amount finally determined will be conclusively deemed to be a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereofthis Article IX, and the indemnifying party Indemnifying Party shall pay the amount of such liability Losses to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determineddemand. If the indemnifying party has timely disputed Indemnifying Party notifies the Indemnified Party within the Claim Response Period that the Indemnifying Party disputes its liability with respect to such claim, as claim (provided abovethat the failure of the Indemnifying Party to notify the Indemnified Party within the Claim Response Period whether the Indemnifying Party disputes the claim described in such Claim Notice shall be deemed to be notice of such a dispute), the indemnifying party Indemnifying Party and the indemnified party shall Indemnified Party will proceed in good faith to negotiate a resolution of such dispute anddispute, and if not resolved through negotiationsnegotiations within a period of thirty (30) days from the date of such notice, such dispute shall be resolved by either party may resort to litigation pursuant to in accordance with Section 10.9 hereof9.4(c).

Other Claims. In the event any indemnified party should have Indemnified Party has a claim under this Article VII against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver Indemnified Party shall give written notice (the “Claim Notice”) and the details thereof, including an estimate of such claim the claimed Losses and copies of all relevant information and documents, to the indemnifying party. The Indemnifying Party within a period of thirty (30) days following the discovery or receipt of notification of the claim by the Indemnified Party; provided, that the failure by any indemnified party to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, Indemnifying Party of its obligations hereunder except to the extent that the indemnifying party demonstrates that it has been such failure shall have materially prejudiced by such failurethe Indemnifying Party or shall have resulted in the expiration of the time period set forth in Section 7.5. If the indemnifying party does not The Indemnifying Party will notify the indemnified party Indemnified Party within a period of thirty (30) Business Days following its days after the receipt of such notice that the indemnifying party Claim Notice by the Indemnifying Party (the “Claim Response Period”) whether the Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 this Article VII with respect to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Claim Notice or 9.4 hereoffails to notify the Indemnified Party within the Claim Response Period that it disputes such Claim Notice, the Losses of the Indemnified Party resulting from or arising out of such claim specified by in the indemnified party in such notice shall amount finally determined will be conclusively deemed to be a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereofthis Article VII, and the indemnifying party shall pay Losses of the amount of such liability Indemnified Party to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determineddemand. If the indemnifying party has timely disputed Indemnifying Party notifies the Indemnified Party within the Claim Response Period that the Indemnifying Party disputes its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party shall Indemnified Party will proceed in good faith to negotiate a resolution of such dispute anddispute, and if not resolved through negotiationsnegotiations within a period of thirty (30) days from the date of such notice of dispute, such dispute shall be resolved by either party may resort to litigation pursuant to in accordance with Section 10.9 hereof7.4(c).

Other Claims. In the event any indemnified party Indemnified Party should have a claim under this Article X against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shallIndemnified Party shall promptly give written notice (the “Indemnity Notice”) and the details thereof, as promptly as practicable after including the amount, or an estimate, if known or reasonably determinable, of the claimed Losses (if known and quantifiable), copies of all relevant information and documents to the Indemnifying Party within a period of thirty (30) days following the discovery of such claimthe claim by the Indemnified Party (the “Claim Notice Period”); provided, deliver written notice of such claim to that the indemnifying party. The failure by any indemnified party to so notify the indemnifying party Indemnifying Party during the Claim Notice Period shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, Indemnifying Party of its obligations hereunder except to the extent that the indemnifying party demonstrates that it has been such failure shall have actually and materially prejudiced by such failureIndemnifying Party. If the indemnifying party does not The Indemnifying Party will notify the indemnified party Indemnified Party within thirty a period of twenty (3020) Business Days following its days after the receipt of such notice that the indemnifying party Indemnity Notice by the Indemnifying Party whether the Indemnifying Party disputes its liability to the indemnified party Indemnified Party under this Article X with respect to such claim. If the Indemnifying Party does not notify the Indemnified Party within such twenty (20) day period that the Indemnifying Party disputes its liability to the Indemnified Party under this Section 9.2 or 9.4 hereof10.4(d), such claim specified by the indemnified party Indemnified Party in such notice the Indemnity Notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under this Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand 10.4(d) or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof 5.2 that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim to the indemnifying partyIndemnifying Party with reasonable promptness. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 or 9.4 hereof5.2, except to the extent that the indemnifying party demonstrates that it Indemnifying Party has been materially prejudiced by as a result of such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) 20 Business Days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereof5.2, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, 5.2 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim Loss (or any portion thereof) is estimated, on such later date when the amount of such claim Loss (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed resolve such dispute as follows: (i) first, the parties shall negotiate in good faith for a period of up to negotiate a resolution of 15 Business Days to resolve such dispute, then (ii) if the Indemnifying Party and the Indemnified Party are unable to reach an agreement, they shall resolve such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to in accordance with Section 10.9 hereof6.2.

Other Claims. In the event any indemnified party Indemnified Party should have a ------------ claim against any indemnifying party Indemnifying Party under Section 9.2 6.01 or 9.4 hereof 6.02 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver prompt written notice of such claim to the indemnifying partyIndemnifying Party (the "Other Claim Notice") which notice to be a valid Other Claim Notice must certify that the Indemnified Party has in good faith already sustained Losses with respect to such claim. The failure by any indemnified party Indemnified Party to so notify the indemnifying party Indemnifying Party promptly (so long as a valid Other Claim Notice is given before the expiration of the applicable period) shall not relieve the indemnifying party Indemnifying Party from any liability which that it may have to such indemnified party Indemnified Party under Section 9.2 6.01 or 9.4 hereof6.02, except to the extent that the indemnifying party demonstrates that it Indemnifying Party has been materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 10 business days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 6.01 or 9.4 hereof6.02, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 6.01 or 9.4 hereof, 6.02 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice Other Claim Notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined, in each case subject to the provisions of Section 6.04(d). If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.

Other Claims. In the event any indemnified party should have Indemnified Party has a claim against any indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof 9.1 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim to the indemnifying partyIndemnifying Party (setting forth the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of, involving or otherwise in respect of such claim and specifying in reasonable detail (to the extent reasonably available) the basis for the claims asserted) as promptly as practicable after becoming aware of such claim. The failure by any indemnified party Indemnified Party to so notify the indemnifying party Indemnifying Party as promptly as practicable shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, except Indemnifying Party of its indemnification obligation only to the extent that such failure or other action taken by the indemnifying party demonstrates that it has been materially prejudiced by such failureIndemnified Party actually prejudices the Indemnifying Party. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereof9.1(a), such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, Indemnifying Party and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereof.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party under Section 9.2 Sections 8.02 or 9.4 hereof 8.03 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The Subject to Section 8.01, the failure by any indemnified party Indemnified Party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party Indemnified Party under Section 9.2 Sections 8.02 or 9.4 hereof8.03, except to the extent that the indemnifying party demonstrates that it has been materially actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party Indemnified Party within thirty (30) Business Days days following its the receipt of a notice with respect to any such notice claim that the indemnifying party disputes its liability indemnity obligation to the indemnified party under Section 9.2 or 9.4 hereofIndemnified Party for any Covered Losses with respect to such claim, such claim specified by the indemnified party in such notice Covered Losses shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall promptly pay to the amount Indemnified Party any and all Covered Losses arising out of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedclaim. If the indemnifying party has timely disputed its liability indemnity obligation for any Covered Losses with respect to such claim, as provided above, the indemnifying party and the indemnified party parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 10.9 hereofSections 10.07 and 10.08.

Other Claims. In the event If any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 6.1 or 9.4 hereof 6.2, as applicable, that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness to the indemnifying partyIndemnifying Party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 6.1 or 9.4 hereof6.2, as applicable, except to the extent that the indemnifying party Indemnifying Party demonstrates that it has been materially and actually prejudiced by as a result of such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 30 days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 6.1 or 9.4 hereof6.2, as applicable, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 6.1 or 9.4 hereof6.2, as applicable, and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim Losses (or any portion thereof) is estimated, on such later date when the amount of such claim Losses (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed Indemnifying Party disputes its liability with respect to such claim, as provided aboveclaim within such 30 day period, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed resolve such dispute as follows: (i) first, the parties shall negotiate in good faith to negotiate a resolution of resolve such dispute andfor a period of up to 21 days, then (ii) if not resolved through negotiationsthe Indemnifying Party and the Indemnified Party are unable to reach an agreement, such dispute shall be resolved by litigation pursuant to in accordance with Section 10.9 hereof8.8.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party Indemnifying Party under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof 10.3 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness to the indemnifying partyIndemnifying Party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof10.3, except to the extent that the indemnifying party Indemnifying Party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within thirty twenty (3020) Business Days calendar days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party, under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof10.3, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party Indemnifying Party under Section 9.2 Sections 10.1, 10.2 or 9.4 hereof, 10.3 and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or, in the case of any notice in which which. the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party, and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant in an appropriate court of competent jurisdiction; provided, however, that if such dispute concerns; indemnification for environmental matters under Section 10.1, it shall be submitted to arbitration in accordance with the procedures set forth in Section 10.9 hereof10.1.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 11.2 or 9.4 11.4 hereof that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, deliver written notice of such claim to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 11.2 or 9.4 11.4 hereof, except to the extent that the indemnifying party demonstrates that it has shall have been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty twenty (3020) Business Days following its receipt of such notice that the SURGERY CENTERS DIVISION indemnifying party disputes its liability to the indemnified party under Section 9.2 11.2 or 9.4 11.4 hereof, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 11.2 or 9.4 hereof, 11.4 hereof and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to an arbitrator in accordance with Section 10.9 hereof12.10.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 13.01 or 9.4 hereof 13.02 that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The Subject to Sections 13.01(b) and 13.02(b), the failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which that it may have to such indemnified party under Section 9.2 13.01 or 9.4 hereof13.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. The indemnifying party shall have 60 calendar days following its receipt of such notice to dispute its liability to the indemnified party under Section 13.01 or 13.02. The indemnified party shall reasonably cooperate with and assist the indemnifying party in determining the validity of any claim for indemnity by the indemnified party and in otherwise resolving such matters. Such cooperation and assistance shall include retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records that are reasonably relevant to such matters, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and providing such reasonable cooperation and assistance in the investigation and resolution of such matters as the indemnifying party may reasonably request. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days following 60 days from its receipt of such a notice pursuant to the first sentence of this Section 13.04(d) that the indemnifying party disputes its liability to the indemnified party under Section 9.2 or 9.4 hereof, such claim specified by the indemnified party in such notice notice, that claim shall be conclusively deemed a liability of the indemnifying party under Section 9.2 or 9.4 hereof, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedhereunder. If the indemnifying party has timely disputed its liability with respect to such that claim, as provided above, that dispute may be resolved by proceedings in an appropriate court of competent jurisdiction in accordance with Section 14.10 if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. Payment of the amount set forth in a notice of a claim pursuant to the first sentence of this Section 13.04(d) that has not been disputed shall be made within 30 days after the expiration of the applicable 60 day notice period. If the payment obligation has been disputed, payment shall be made 30 days after the expiration of the period for appeal of a final adjudication of the indemnifying party and party’s liability under this Agreement to the indemnified party shall proceed in good faith with respect to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofpayment obligation.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.2 Sections 11.2 or 9.4 hereof 11.3 that does not ------------- ---- involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 11.2 or 9.4 hereof11.3, except to the extent that the indemnifying ------------ ---- party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty twenty (3020) Business Days calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 Sections 11.2 or 9.4 hereof11.3, ------------- ---- such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 11.2 or 9.4 hereof, ------------ 11.3 and the indemnifying party shall pay the amount of such liability to the ---- indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofarbitration as provided in this Agreement.

Other Claims. In the event any indemnified party Indemnified Party should have a claim ------------ against any indemnifying party under Section 9.2 Sections 13.1, 13.2 or 9.4 hereof 13.3 that does not ------------- ---- ---- involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party shall, as promptly as practicable after discovery of such claim, Indemnified Party shall deliver written notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party Indemnified Party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party Indemnified Party under Section 9.2 Sections 13.1, 13.2 or 9.4 hereof13.3, except to the extent that the ------------- ---- ---- indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party Indemnified Party within thirty (30) Business Days 20 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party Indemnified Party, under Section 9.2 Sections 13.1, 13.2 ------------- ---- or 9.4 hereof13.3, such claim specified by the indemnified party Indemnified Party in such notice shall be ---- conclusively deemed a liability of the indemnifying party under Section 9.2 Sections 13.1, ------------- 13.2 or 9.4 hereof, 13.3 and the indemnifying party shall pay the amount of such liability ---- ---- to the indemnified party Indemnified Party on demand or, in the case of any notice in which which. the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party party, and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant in an appropriate court of competent jurisdiction; provided, however, that if such dispute concerns; indemnification for ----------------- environmental matters under Section 13.1, it shall be submitted to arbitration ------------ in accordance with the procedures set forth in Section 10.9 hereof.13.1. ------------

Other Claims. In the event any indemnified party Indemnified Party should have a claim under this Article VI against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party shallIndemnified Party shall promptly give written notice (the “Indemnity Notice”) and the details thereof, as promptly as practicable after including copies of all relevant information and documents to the Indemnifying Party within a period of thirty (30) days following the discovery of such claim, deliver written notice of such the claim to by the indemnifying partyIndemnified Party (the “Claim Notice Period”). The failure by any indemnified party Indemnified Party to so notify give the indemnifying party Indemnity Notice within the Claim Notice Period shall not relieve impair the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, Indemnified Party’s rights hereunder except to the extent that the indemnifying party an Indemnifying Party demonstrates that it has been materially prejudiced by such failurethereby. If the indemnifying party does not The Indemnifying Party will notify the indemnified party Indemnified Party within thirty a period of twenty (3020) Business Days following its days after the receipt of such notice that the indemnifying party Indemnity Notice by the Indemnifying Party (the “Indemnity Response Period”) whether the Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereof, this Article VI with respect to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim specified by the indemnified party described in such notice shall Indemnity Notice or fails to notify the Indemnified Party within the Indemnity Response Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the actual Losses as finally determined will be conclusively deemed to be a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, this Article VI and the indemnifying party Indemnifying Party shall pay the amount of such liability Losses to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofdemand.

Other Claims. In the event any indemnified party Indemnified Party should have a claim under this Article IX against any indemnifying party under Section 9.2 or 9.4 hereof Indemnifying Party that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified partya claim under Article II for a purchase price adjustment (which Article contains its own applicable dispute resolution mechanism), the indemnified party shall, as Indemnified Party shall promptly as practicable after discovery of such claim, deliver give written notice and the details thereof, including copies of all relevant information and documents and (if then known) the amount or method of computation of the amount of such claim (collectively, an "INDEMNITY NOTICE"), to the indemnifying partyIndemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnified Party (the "CLAIM NOTICE PERIOD") and shall furnish records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith. The failure by any indemnified party Indemnified Party to so notify give the indemnifying party Indemnity Notice within the Claim Notice Period shall not relieve impair the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 or 9.4 hereof, Indemnified Party's rights hereunder except to the extent that the indemnifying party an Indemnifying Party demonstrates that it has been materially prejudiced by such failurethereby. If the indemnifying party does not The Indemnifying Party shall notify the indemnified party Indemnified Party within a period of thirty (30) Business Days following its days after the receipt of such notice that the indemnifying party Indemnity Notice by the Indemnifying Party (the "INDEMNITY RESPONSE PERIOD") whether the Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 9.2 or 9.4 hereof, this Article IX with respect to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim specified by the indemnified party described in such notice shall Indemnity Notice or fails to notify the Indemnified Party within the Indemnity Response Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the actual Losses as finally determined will be conclusively deemed to be a liability of the indemnifying party Indemnifying Party under Section 9.2 or 9.4 hereof, this Article IX and the indemnifying party Indemnifying Party shall pay the amount of such liability Losses to the indemnified party Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determineddemand. If the indemnifying party has timely disputed Indemnifying Party notifies the Indemnified Party within the Indemnity Response Period that the Indemnifying Party disputes its liability with respect to such claim, as provided above, the indemnifying party Indemnifying Party and the indemnified party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute anddispute, and if not resolved through negotiationsnegotiations within a period of thirty (30) days from the date of such notice, either party may require that such dispute shall be resolved by litigation pursuant to arbitration in accordance with Section 10.9 9.4(c) hereof.

Other Claims. In the event any indemnified party should have a ------------- claim against any indemnifying party under Section 9.2 10(a) or 9.4 hereof 10(b) that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall, as promptly as practicable after discovery of such claim, shall deliver written notice of such claim with reasonable promptness to the indemnifying party, such notice to state that it is pursuant to this Section 10(g) and that the indemnifying party is required to respond within 20 business days of such notice. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.2 10(a) or 9.4 hereof10(b), except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) Business Days 20 business days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 9.2 10(a) or 9.4 hereof10(b), such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 9.2 10(a) or 9.4 hereof, 10(b) and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided aboveother than any claim relating to Taxes under Section 10(h) hereunder, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation pursuant to Section 10.9 hereofin an appropriate court of competent jurisdiction.