Common use of Other Claims Clause in Contracts

Other Claims. i. In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event an Indemnitee any Indemnified Party should have a claim under this Article XI IX against an Indemnitor any Indemnifying Party that does not involve a third party ClaimThird Party Claim or a claim under Article II for a purchase price adjustment (which Article contains its own applicable dispute resolution mechanism), the Indemnitee Indemnified Party shall promptly give written notice (the "INDEMNITEE NOTICE") and the details thereof, including copies of all relevant information and documentsdocuments (collectively, an "INDEMNITY NOTICE"), to the Indemnitor Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee Indemnified Party (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee Indemnified Party to give the Indemnitee Indemnity Notice within the Claim Notice Period shall not impair the IndemniteeIndemnified Party's rights hereunder except to the extent that the Indemnitor an Indemnifying Party demonstrates that it has been prejudiced thereby. The Indemnitor will Indemnifying Party shall notify the Indemnitee Indemnified Party within a period of ten thirty (1030) days after the receipt of the Indemnitee Indemnity Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor Indemnifying Party disputes its liability to the Indemnitee Indemnified Party under this Article XI IX with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party that it does not dispute the Claim claim described in such Indemnitee Indemnity Notice or fails to notify the Indemnitee Indemnified Party within the Indemnity Response Period whether the Indemnitor Indemnifying Party disputes the claim described in such Indemnitee Indemnity Notice, the actual damages Losses as finally determined will be conclusively deemed to be a liability of the Indemnitor Indemnifying Party under this Article XI IX and the Indemnitor Indemnifying Party shall pay the amount of such damages Losses to the Indemnitee Indemnified Party on demand. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party within the Indemnity Response Period that the Indemnitor Indemnifying Party disputes its liability with respect to such Claimclaim, the Indemnitor Indemnifying Party and the Indemnitee will Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writingnotice, such dispute shall be resolved by arbitration at the request of either party in accordance with Section 11.5(b9.4(c) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. (a) In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE"“Indemnitee Notice”) and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"“Claim Notice Period”). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's ’s rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD"“Indemnity Response Period”) whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b11.6(b) hereof. ii. (b) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 11.6 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION"“Rules of Arbitration”) then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION"“Board of Arbitration”) selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in CharlotteAtlanta, North Carolina Georgia and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina Georgia for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event (i) As soon as reasonably practicable after an Indemnitee should have a Indemnified Party becomes aware of any claim under this Article XI against an Indemnitor that does not involve a third party Third Party Claim (and is not with respect to Taxes, for which Section 8.04 applies) that might result in Losses for which such Indemnified Party may be entitled to indemnification under this Article VII (a “Direct Claim”), the Indemnitee Indemnified Party shall promptly give provide written notice (the "INDEMNITEE NOTICE"a “Claim Notice”) and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty Indemnifying Party stating the nature, basis, the amount thereof (30) days following to the discovery extent known or estimated, which amount shall not be conclusive of the claim final amount of such Direct Claim), the method of computation thereof (to the (ii) Following receipt of a Claim Notice from an Indemnified Party, the Indemnifying Party shall have 30 days to make such investigation of the Direct Claim as the Indemnifying Party reasonably deems necessary or desirable. For purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party or its Representatives the information relied on by the Indemnitee Indemnified Party to substantiate the Direct Claim and all other information in the Indemnified Party’s possession or under the Indemnified Party’s control that the Indemnifying Party reasonably requests in connection with the relevant Claim Notice, provided that such actions and cooperation by the Indemnified Party will not unduly disrupt the operation of the Indemnified Party’s business or cause it to waive any statutory or common law privileges, breach any confidentiality obligations owed to Third Parties, or otherwise cause any confidential information of the Indemnified Party to become public. (iii) Within such 30-day period, an Indemnifying Party may object to any Direct Claim set forth in such Claim Notice by delivering written notice to the "CLAIM NOTICE PERIOD"Indemnified Party of the Indemnifying Party’s objection (an “Indemnification Objection Notice”). The failure Such Indemnification Objection Notice must describe the grounds for such objection in reasonable detail. If an Indemnification Objection Notice is not delivered by any Indemnitee the Indemnifying Party to give the Indemnitee Notice Indemnified Party within 30 days after receipt by the Indemnifying Party of the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability “Indemnification Objection Period”), such failure to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will so object shall be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount rejection of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereofIndemnified Party’s request for indemnification. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In (a) Notwithstanding any other provision of this deed, each party acknowledges and agrees that: (i) the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery payment of the claim Break Fee by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee DuluxGroup to give the Indemnitee Notice within the Claim Notice Period shall not impair the IndemniteeNippon Paint is Nippon Paint's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI sole and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee exclusive remedy in respect of the claim made by matter giving rise to the Indemnitee. The decision payment of the Board Break Fee and otherwise in respect of Arbitration shall this deed and the Scheme and no further damages, fees, expenses or reimbursements of any kind will be rendered as soon as practical following commencement payable by DuluxGroup in respect of proceedings such matter or otherwise in connection with the Scheme or this deed; (ii) the maximum aggregate amount which DuluxGroup may be required to pay in relation to this deed and the Scheme (including any breach of this deed by DuluxGroup) is the Break Fee, and in no event will the aggregate liability of DuluxGroup under or in connection with this deed exceed the Break Fee; and (iii) if the Break Fee is paid to Nippon Paint in accordance with clause 9.2, neither Nippon Paint nor any of its Related Bodies Corporate may make any claim (of whatsoever nature) against DuluxGroup or any other DuluxGroup Indemnified Party under or in connection with this deed or the Scheme. (b) Notwithstanding any other provision of this deed (other than clause 9.6(c)), each party acknowledges and agrees that: (i) the payment of the Reverse Break Fee by Nippon Paint to DuluxGroup is DuluxGroup's sole and exclusive remedy in respect thereto. The Board of Arbitration shall cause its written decision to be delivered the matter giving rise to the Indemnitee payment of the Reverse Break Fee and otherwise in respect of this deed and the Indemnitor. Any decision made Scheme and no further damages, fees, expenses or reimbursements of any kind will be payable by Nippon Paint in respect of such matter or otherwise in connection with the Board of Arbitration shall Scheme or connection with this deed; (ii) the maximum aggregate amount which Nippon Paint may be final, binding and conclusive on the Indemnitee required to pay in relation to this deed and the Indemnitor Scheme (including any breach of this deed by Nippon Paint) is the Reverse Break Fee, and entitled in no event will the aggregate liability of Nippon Paint under or in connection with this deed exceed the Reverse Break Fee; and (iii) if the Reverse Break Fee is paid to be enforced DuluxGroup in accordance with clause 9.3, neither DuluxGroup nor any of its Related Bodies Corporate may make any claim (of whatsoever nature) against Nippon Paint or any other Nippon Paint Indemnified Party under or in connection with this deed or the Scheme. (c) Clause 9.6(b) does not apply to any claim in respect of, and does not limit the fullest extent permitted by law and entered liability of Nippon Paint in connection with, any court of competent jurisdiction. The parties hereto hereby consent failure to perform the jurisdiction of Deed Poll or to fully discharge the foregoing Board of Arbitration and to obligations under clause 2.2(b)(ii) if the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this AgreementScheme becomes Effective.

Other Claims. i. In the event an Indemnitee should have any Indemnified Party has a claim under this Article XI IX against an Indemnitor any Indemnifying Party that does not involve a third party Third Party Claim, the Indemnitee Indemnified Party shall promptly give written notice (the "INDEMNITEE NOTICE"“Claim Notice”) and the details thereof, including an estimate of the claimed Losses and copies of all relevant information and documents, to the Indemnitor Indemnifying Party within a period of thirty (30) days following the discovery or receipt of notification of the claim by the Indemnitee (Indemnified Party; provided that the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give so notify the Indemnitee Notice within the Claim Notice Period Indemnifying Party shall not impair relieve the Indemnitee's rights Indemnifying Party of its obligations hereunder except to the extent that such failure shall have prejudiced the Indemnitor demonstrates that it has been prejudiced therebyIndemnifying Party or shall have resulted in the expiration of the time period set forth in Section 9.5. The Indemnitor Indemnifying Party will notify the Indemnitee Indemnified Party within a period of ten thirty (1030) days after the receipt of the Indemnitee Claim Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIOD"“Claim Response Period”) whether the Indemnitor Indemnifying Party disputes its liability to the Indemnitee Indemnified Party under this Article XI IX with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Claim Notice, then, subject to Section 9.6, the actual damages as Losses of the Indemnified Party resulting from or arising out of such claim in the amount finally determined will be conclusively deemed to be a liability of the Indemnitor Indemnifying Party under this Article XI IX, and the Indemnitor Indemnifying Party shall pay the amount of such damages Losses to the Indemnitee Indemnified Party on demand. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party within the Indemnity Claim Response Period that the Indemnitor Indemnifying Party disputes its liability with respect to such Claimclaim (provided that 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 Indemnitor Indemnifying Party and the Indemnitee Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as notice, either party may be agreed resort to by the parties in writing, such dispute shall be resolved by arbitration litigation in accordance with Section 11.5(b) hereof9.4(c). ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In (a) Subject to the limitations of Sections 7.1, 8.1 and 11.1, in the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICEIndemnitee Notice") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIODClaim Notice Period"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten twenty (1020) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIODIndemnity Response Period") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If Subject to the limitations of Section 11.1, if the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand; provided, however, that in the event the Seller is the Indemnitor with respect to such claim, then such payment shall be made from and solely out of the Indemnity Escrow Funds. If the Indemnitor notifies the Indemnitee within the Indemnity Indemnitee Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b11.6(b) hereof. ii. (b) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 11.6(b) shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATIONRules of Arbitration") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATIONBoard of Arbitration") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor Indemnitor, subject to the limitations of Section 11.1, is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the IndemnitorIndemnitor and, to the extent the Indemnity Escrow Account is still in existence, to the Escrow Agent. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event an Indemnitee should have any indemnitee has actual knowledge of a Loss for which there may be a claim for indemnification or payment against any indemnitor under this Article XI against an Indemnitor 9 that does not involve a third party Third-Party Claim, the Indemnitee indemnitee shall deliver notice of such claim (a “Claims Notice”) to the indemnitor’s representative promptly give notice (following discovery of such Loss or of facts or circumstances that the "INDEMNITEE NOTICE"indemnitee(s) and believes to be reasonably likely to result in any such Loss. Such Claims Notice shall state in reasonable detail the details thereof, including copies of all relevant information and documentsamount or an estimated amount, to the Indemnitor within a period extent feasible, of thirty such claim, and shall specify, with particularity, the facts and circumstances which form the basis (30or bases) days following for such claim, and shall further specify the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD")representations, warranties or covenants alleged to have been inaccurate or breached. The No delay in or failure by any Indemnitee indemnitee to give a Claims Notice to the Indemnitee Notice within indemnitor’s representative pursuant to this Section 9.7 will adversely affect any of the Claim Notice Period shall not impair rights or remedies that an indemnitee has under this Agreement or any Related Agreement, or alter or relieve the Indemnitee's rights hereunder indemnitor’s obligation to indemnify the indemnitee, except to the extent that the Indemnitor demonstrates that it has been indemnitor is materially prejudiced thereby; provided, however, that the Claims Notice must be given within the applicable Survival Period set forth in Section 9.1. The Indemnitor will Within 30 days of the indemnitor’s representative’s receipt of any such Claims Notice, the indemnitor’s representative shall notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") indemnitee as to whether the Indemnitor disputes its indemnitor accepts liability to the Indemnitee under this Article XI with respect to for all or part of any such ClaimLoss (a “Claims Response”). If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor indemnitor’s representative disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its indemnitor’s liability with respect to any part of such Claimclaim by providing a Claims Response within such 30-day period, then the Indemnitor indemnitor’s representative and the Indemnitee will proceed indemnitee shall attempt to resolve such dispute in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereoffaith. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. 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 an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party case of any Claim, the Indemnitee shall amount of which is not reasonably ascertainable at the time the Claims Notice of such Claim is given, the Indemnified Party agrees to promptly give written notice to the Indemnifying Party of the amount of such Claim promptly after such amount becomes reasonably ascertainable. (a) A Claims Notice given shall set forth the "INDEMNITEE NOTICE"nature and details of such claim, 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 statement) and whether or not such Claim arises from the details thereof, including copies assertion of all relevant information and documents, to the Indemnitor within liability by a period of third party. (b) Within thirty (30) days following the discovery delivery of the claim by Claim, Indemnifying Party shall either pay to Indemnified Party the Indemnitee amount set forth in such Claim (if such amount is readily ascertainable) or deliver to Indemnified Party a written objection to the Claim ("CLAIM NOTICE PERIODObjection"). The failure If Indemnifying Party does not deliver an Objection in the time as provided above, Indemnifying Party shall be deemed to have accepted the Claim. If Indemnifying Party delivers an Objection to part of a Claim, any amount which is not in dispute shall be paid by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except Indemnifying Party as provided above. (c) Any disputes which may arise under this Agreement with respect to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee payment of Claim shall be settled either by mutual agreement of Buyer and Sellers or, failing such an agreement, within a period of ten (10) days after of a "Determination." For the receipt purpose of the Indemnitee Notice this Agreement, a "Determination" shall mean (i) a written compromise or settlement signed by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI Buyer and the Indemnitor shall pay the amount Sellers or (ii) a binding arbitration award or a judgment of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State United States of North Carolina 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 purpose of enforcing the decision presenting party that such award or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreementjudgment is final.

Other Claims. i. In the event an Indemnitee any Indemnified Party should have a claim under this Article XI against an Indemnitor any Indemnifying Party that does not involve a third party Third Party Claim, the Indemnitee Indemnified Party shall promptly give written notice (the "INDEMNITEE INDEMNITY NOTICE") and the details thereof, including copies of all relevant information and documents, documents to the Indemnitor Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee Indemnified Party (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee If the Indemnified Party fails to give the Indemnitee Indemnity Notice within the Claim Notice Period shall Period, the Indemnifying Party will not impair be obligated to indemnify the Indemnitee's rights hereunder except Indemnified Party with respect to such claim to the extent that the Indemnitor Indemnifying Party demonstrates that it has been prejudiced thereby. The Indemnitor Indemnifying Party will notify the Indemnitee Indemnified Party within a period of ten thirty (1030) days after the receipt of the Indemnitee Indemnify Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor Indemnifying Party disputes its liability to the Indemnitee Indemnified Party under this Article XI with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party that it does not dispute the Claim claim described in such Indemnitee Indemnity Notice or fails to notify the Indemnitee Indemnified Party within the Indemnity Response Period whether the Indemnitor Indemnifying Party disputes the claim described in such Indemnitee Indemnity Notice, the actual damages Losses as finally determined will be conclusively deemed to be a liability of the Indemnitor Indemnifying Party under this Article XI and the Indemnitor Indemnifying Party shall pay the amount of such damages Losses to the Indemnitee Indemnified Party on demand. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party within the Indemnity Response Period that the Indemnitor Indemnifying Party disputes its liability with respect to such Claimclaim, the Indemnitor Indemnifying Party and the Indemnitee Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writingnotice, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) 13.12 hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event A claim by an Indemnitee should have a claim indemnified party under this Article XI against VII for any matter not involving a Third Party Claim and in respect of which such indemnified party would be entitled to indemnification hereunder may be made by delivering, in good faith, a written notice of claim to the indemnifying party (a “Claim Notice”), which notice shall contain (a) a description and the amount of any Losses incurred or suffered or an Indemnitor that does not involve a third estimate of Losses reasonably expected to be incurred or suffered by the indemnified party Claimif known or reasonably capable of estimation, and the Indemnitee shall promptly give notice method of computation of such Losses (the "INDEMNITEE NOTICE"“Claim Amount”), (b) a statement that the indemnified party is entitled to indemnification under this Article VII for such Losses and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery reasonable explanation of the claim by basis therefor, and (c) a demand for payment in the Indemnitee (amount of such Losses or an estimate of such Losses if known; provided, that the "CLAIM NOTICE PERIOD"). The failure by to so notify such indemnifying party will not relieve the indemnifying party from any Indemnitee liability that it may have to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, the indemnifying party 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 Indemnitor demonstrates 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 it has been prejudiced therebythe 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. The Indemnitor will 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 Indemnitee indemnified party within a period of ten (10) days after the [***] following its receipt of a Claim Notice that the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor indemnifying party disputes its liability to the Indemnitee under this Article XI indemnified party with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described Amount in whole or in part, such claim specified by the indemnified party in such Indemnitee Claim Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will shall be conclusively deemed to be a liability of the Indemnitor indemnifying party under this Article XI Section 7.1 or Section 7.2, as applicable, with respect to the undisputed portion of the Claim Amount and the Indemnitor indemnifying party shall pay the amount of such damages liability to the Indemnitee indemnified party on demand. If demand or, in the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed case of any Claim Notice in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect amount of the claim made by (or any portion thereof) is estimated, on such later date when the Indemniteeamount of such claim (or such portion thereof) becomes finally determined. The decision For all purposes of this Section 7.5, Seller shall be entitled to deliver 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 Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this AgreementPurchaser Indemnified Parties.

Other Claims. i. In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten twenty (1020) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD"“Indemnity Response Period”) whether the Indemnitor disputes its liability to the Indemnitee under this Article XI IX with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI IX and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) 10.14 hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event (i) As soon as reasonably practicable after an Indemnitee should have a Indemnified Party becomes aware of any claim under this Article XI against an Indemnitor that does not involve a third party Third Party Claim that might result in Losses for which such Indemnified Party may be entitled to indemnification under this Article VIII (a “Direct Claim”), and in any event prior to the expiration of any applicable survival period specified in Section 8.01, the Indemnitee Indemnified Party shall promptly give provide written notice (a “Claim Notice”) to the "INDEMNITEE NOTICE") Indemnifying Party stating, to the extent available and the details practicable, reasonable detail thereof, including copies the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of all relevant information and documentsthe final amount of such Direct Claim), the method of computation thereof (to the extent known or estimated) and, to the Indemnitor within a period of thirty (30) days following the discovery extent practicable, any other material details pertaining thereto, along with copies of the claim by relevant documents evidencing such Direct Claim and the Indemnitee (basis for indemnification sought. Failure of the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee Indemnified Party to give the Indemnitee Notice within the such Claim Notice Period shall will not impair relieve the Indemnitee's rights hereunder Indemnifying Party from its indemnification obligations hereunder, except to the extent (and then only to such extent) that the Indemnitor demonstrates that it has been Indemnifying Party is actually prejudiced thereby. (ii) Following receipt of a Claim Notice from an Indemnified Party, the Indemnifying Party shall have 45 days to make such investigation of the claim as the Indemnifying Party reasonably deems necessary or desirable. The Indemnitor will notify For purposes of such investigation, the Indemnitee within a period Indemnified Party agrees to make available to the Indemnifying Party or its Representatives the information relied on by the Indemnified Party to substantiate the claim and all other information in the Indemnified Party’s possession or under the Indemnified Party’s control that the Indemnifying Party reasonably requests. (iii) Within such 45-day period, an Indemnifying Party may object to any claim set forth in such Claim Notice by delivering written notice to the Indemnified Party of ten the Indemnifying Party’s objection (10an “Indemnification Objection Notice”). Such Indemnification Objection Notice must describe the grounds for such objection in reasonable detail. (iv) If an Indemnifying Party shall object in writing to any claim or claims by an Indemnified Party made in any Claim Notice, the Indemnified Party shall have 30 days after the its receipt of such objection to respond in a written statement to such objection. If after such 30-day period there remains a dispute as to any claims, the Indemnitee Notice by Indemnifying Party and the Indemnitor Indemnified Party shall attempt in good faith for 20 days (or any mutually agreed upon extension thereof) thereafter to agree in writing upon the "INDEMNITY RESPONSE PERIOD") whether rights of the Indemnitor disputes its liability to the Indemnitee under this Article XI respective Parties with respect to each of such Claimclaims. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in no such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Noticewritten agreement can be reached after good faith negotiation, the actual damages as finally determined will be conclusively deemed to be a liability each of the Indemnitor under this Article XI Indemnifying Party and the Indemnitor shall pay Indemnified Party may take action to resolve the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration objection in accordance with Section 11.5(b) hereof10.08, Section 10.09, Section 10.10 and Section 10.11. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. (a) In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten twenty (1020) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b11.6(b) hereof. ii. (b) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 11.6 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.37

Other Claims. i. In the event an any Indemnitee should have a claim under this Article XI VI against an Indemnitor any Indemnifying Party that does not involve a third party Third Party Claim, the Indemnitee shall promptly give written notice (the "INDEMNITEE NOTICE"“Indemnity Notice”) and the details thereof, including copies of all relevant information and documents, documents to the Indemnitor Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"“Claim Notice Period”). The failure by any Indemnitee to give the Indemnitee Indemnity Notice within the Claim Notice Period shall not impair the Indemnitee's ’s rights hereunder except to the extent that the Indemnitor an Indemnifying party demonstrates that it has been prejudiced thereby. The Indemnitor Indemnifying Party will notify the Indemnitee within a period of ten thirty (1030) days after the receipt of the Indemnitee Indemnity Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIOD"“Indemnity Response Period”) whether the Indemnitor Indemnifying Party disputes its liability to the Indemnitee under this Article XI VI with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee that it does not dispute the Claim claim described in such Indemnitee Indemnity Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor Indemnifying Party disputes the claim described in such Indemnitee Indemnity Notice, the actual damages Losses as finally determined will be conclusively deemed to be a liability of the Indemnitor Indemnifying Party under this Article XI VIII and the Indemnitor Indemnifying Party shall pay the amount of such damages Losses to the Indemnitee on demand. If the Indemnitor Indemnifying Party notifies the Indemnitee within the Indemnity Response Period that the Indemnitor Indemnifying Party disputes its liability with respect to such Claimclaim, the Indemnitor Indemnifying Party and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writingnotice, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) 6.3.3 hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the (i) As soon as reasonably practicable, but in no event later than 30 days, after an Indemnitee should have Indemnified Party becomes aware of any claim (a claim under this Article XI against an Indemnitor “Direct Claim”) that does not involve a third party ClaimThird Party Claim that might result in Losses for which such Indemnified Party may be entitled to indemnification under this Article IX, the Indemnitee Indemnified Party shall promptly give provide written notice (a “Claim Notice”) to the "INDEMNITEE NOTICE"Indemnifying Party: stating the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Direct Claim), the method of computation thereof (to the extent known or estimated) and the details thereof, including copies of all relevant information and documentsand, to the Indemnitor within a period of thirty (30) days following the discovery extent practicable, any other material details pertaining thereto, along with copies of the claim by relevant documents evidencing such Direct Claim and the Indemnitee (basis for indemnification sought. Failure of the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee Indemnified Party to give the Indemnitee such Claim Notice within the Claim Notice Period shall time frame specified will not impair relieve the Indemnitee's rights hereunder Indemnifying Party from its indemnification obligations hereunder, except to the extent that the Indemnitor demonstrates that it has been Indemnifying Party is actually prejudiced thereby. (ii) Following receipt of a Claim Notice from an Indemnified Party, the Indemnifying Party shall have 60 days to make such investigation of the claim as the Indemnifying Party reasonably deems necessary or desirable. The Indemnitor will notify For the Indemnitee purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party or its representatives the information relied upon by the Indemnified Party to substantiate the claim and all other information in the Indemnified Party’s possession or under the Indemnified Party’s control that the Indemnifying Party reasonably requests. ​ ​ (iii) Within such 60-day period, an Indemnifying Party may object to any claim set forth in such Claim Notice by delivering written notice to the Indemnified Party of the Indemnifying Party’s objection (an “Indemnification Objection Notice”). Such Indemnification Objection Notice must describe the grounds for such objection in reasonable detail. If an Indemnification Objection Notice is not delivered by the Indemnifying Party to the Indemnified Party within a period of ten (10) 60 days after receipt by the receipt Indemnifying Party of the Indemnitee Claim Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether “Indemnification Objection Period”), the Indemnitor disputes Indemnified Party shall be free to seek enforcement of its liability rights to the Indemnitee indemnification under this Article XI Agreement with respect to such Direct Claim. . (iv) If an Indemnifying Party shall object in writing during the Indemnitor notifies the Indemnitee that it does not dispute the Indemnification Objection Period to any claim or claims by an Indemnified Party made in any Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability Indemnified Party shall have 30 days after its receipt of the Indemnitor under this Article XI Indemnification Objection Notice to respond in a written statement to such objection. If after such 30-day period there remains a dispute as to any claims, the Indemnifying Party and the Indemnitor Indemnified Party shall pay attempt in good faith for 20 days (or any mutually agreed upon extension thereof) thereafter to agree in writing upon the amount rights of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability respective Parties with respect to each of such Claimclaims. If no such written agreement can be reached after good faith negotiation, each of the Indemnitor Indemnifying Party and the Indemnitee will proceed in good faith Indemnified Party may take action to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from resolve the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration objection in accordance with Section 11.5(b) hereofSections 11.9, 11.10 and 11.11. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In Landlord/Trustee will not release and the event an Indemnitee should parties hereto expressly acknowledge that it is the intention that any fraudulent conveyance claims (and any claims related to the fraudulent conveyance claims) Landlord/Trustee may have a claim under this Article XI against an Indemnitor that does not involve a third party ClaimZurich Insurance Company and related companies (collectively, "Zurich") in connection with the Indemnitee shall promptly give notice action styled Marine Midland Bank v. Zurich Insurance Company, Centre Reinsurance International Company, Centre Reinsurance Dublin, Risk Enterprise Management Limited, and The Home Insurance Company (the "INDEMNITEE NOTICEFraudu- lent Conveyance Action") and the details thereof, including copies of all relevant information and documents, are preserved (except that Landlord/Trustee agrees not to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"seek monetary damages against REM). The failure Home agrees that $64,922,134 reduced by any Indemnitee to give rent paid under the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except New Lease (as defined below) and any Sublet Income from and after June 1, 1997 to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice such amounts are received by the Indemnitor Landlord/Trustee (the "INDEMNITY RESPONSE PERIODBalance") whether the Indemnitor disputes its liability remains due and owing to the Indemnitee under this Article XI Landlord/Trustee after the Closing, but will only be payable by Home as described below in connection with respect the Structure. The parties will structure ("Structure") the transaction to preserve the alleged claims against Zurich in the Fraudulent Conveyance Action. The Structure will be the granting of a guaranty by Home that if Landlord/Trustee obtains a judgment against Zurich in the Fraudulent Conveyance Action and Zurich is unable to pay such Claimjudgment, then Home will be responsible for the payment thereof. In no event will Home be liable for more than the Balance and any costs to the extent awarded by a court against Zurich in the Fraudulent Conveyance Action. Xxxxxxx, Xxxx will deliver a reasoned opinion that the Structure will provide Landlord/Trustee with standing to maintain the Fraudulent Conveyance Action and that the claims set forth in the Fraudulent Conveyance Action shall not be deemed satisfied or rendered moot as to Zurich as a result of the settlement evidenced hereby and in the definitive documents. The form of the Skadden, Arps opinion will be delivered prior to Contract Execution and the final opinion will be delivered at Closing. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails Zurich pays any money to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee Home in respect of any judgment rendered in or any settlement of the claim made Fraudulent Conveyance Action (other than funds paid by Zurich to Home under valid indemnification obligations for legal fees and expenses), Home shall immediately pay such funds to the Trustee. No release will be given by the IndemniteeLandlord/Trustee regarding its alleged fraudulent conveyance claims against Home and Home intends to vigorously defend such claims. The decision Home will not grant a release to Zurich of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party claims set forth in this Agreementthe Fraudulent Conveyance Action.

Other Claims. i. In the event an Indemnitee should have A party who asserts a claim under this Article XI against an Indemnitor that does not involve for indemnification other than a third party Claim, Third Party Claim shall provide in the Indemnitee shall promptly give notice (to the "INDEMNITEE NOTICE") indemnifying parties the nature and the details thereofamount of the Damages asserted. If the indemnifying parties, including copies of all relevant information and documents, to the Indemnitor within a period of thirty fifteen (3015) days following after the discovery giving of the indemnitee’s notice, shall not give written notice to the indemnitee announcing their intention to contest such assertion of the indemnitee, such assertion of the indemnitee shall be deemed accepted and the amount of the Damages shall be deemed established. If, however, the indemnifying parties contest the assertion of the Damages, within the 15-day period, the indemnitee shall have the right to bring suit to resolve the contested assertion. The indemnitee and the indemnifying parties may agree in writing, at any time, as to the existence and the amount of the Damages, and upon the execution of such agreement, such Damages shall be deemed established. Notwithstanding anything to the contrary contained in this Agreement, for purposes of satisfying Sellers’ indemnification obligations, if any indemnification claim is made against one or more of the Sellers, such Seller(s) shall have the option to satisfy such Seller’s obligations paying all or any portion of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD")reconveying Generex Shares received hereunder. The failure by If a Seller opts to reconvey any Indemnitee to give the Indemnitee Notice within the Claim Notice Period Generex Shares, each Generex Share shall not impair the Indemnitee's rights hereunder except have a value equal to the extent that average closing price per Generex Share for each of the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of last ten (10) trading days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability prior to the Indemnitee under date such shares are tendered for reconveyance. If a Seller opts to reconvey any Generex Shares prior to the Anniversary Date pursuant to this Article XI Section 9.8, such Seller shall have no right to recover any Anniversary Date Consideration with respect to such Claim. If reconveyed Generex Shares, and if the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in Seller otherwise sells all of such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee NoticeSeller’s Closing Date Shares, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amountAnniversary Date Consideration, if any, which the Indemnitor is required due to pay to the Indemnitee in respect such Seller shall be calculated by reducing such Sellers proportionate share of the claim made by Closing Date Shares taking into account the Indemniteereconveyance. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event A claim by an Indemnitee should have a claim indemnified party under this Article XI against an Indemnitor ARTICLE X for any matter not involving a Third Party Claim and in respect of which such indemnified party seeks indemnification hereunder may be made by delivering, in good faith, a written notice of demand to the indemnifying party, which notice shall contain (a) a description and the amount of any Losses incurred or suffered by the indemnified party (and the method of computation of such Losses), (b) a statement that does not involve the indemnified party is entitled to indemnification under this ARTICLE X for such Losses and a third party Claimreasonable 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 Indemnitee Company shall promptly give be entitled to deliver such notice (of demand to the "INDEMNITEE NOTICE") Investor on behalf of the Company Indemnified Parties, and the details thereof, including copies Investor shall be entitled to deliver such notice of all relevant information and documents, demand to the Indemnitor within a period Company on behalf of the Investor Indemnified Parties. Within thirty (30) days following after receipt by the discovery 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 claim by Losses claimed in the Indemnitee notice from the indemnified party; (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent b) agrees that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt indemnified party is entitled to part, but not all, of the Indemnitee Notice by amount of the Indemnitor Losses claimed in the notice from the indemnified party; or (c) indicates that the "INDEMNITY RESPONSE PERIOD") whether indemnifying party disputes the Indemnitor disputes its liability to entire amount of the Indemnitee under this Article XI with respect to such ClaimLosses claimed in the notice from the indemnified party. If the Indemnitor notifies the Indemnitee that it indemnified party does not dispute receive such a response from the Claim described in indemnifying party within such Indemnitee Notice or fails to notify thirty (30)-day period, then the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will indemnifying party shall be conclusively deemed to be a liability of have agreed that the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages indemnified party is entitled to the Indemnitee on demandfull amount. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor indemnifying party and the Indemnitee will proceed indemnified party are unable to resolve any Dispute relating to any amount of the Losses claimed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations the notice from the indemnified party within a period of thirty (30) days after the delivery of the response to such notice from the date of such notice or such longer period as may be agreed to by indemnifying party, then the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced resort to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent legal remedy available to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address resolve such Dispute that is provided for such party set forth in this Agreement, subject to all the terms, conditions and limitations of this Agreement.

Other Claims. i. (a) In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICEIndemnitee Notice") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIODClaim Notice Period"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten twenty (1020) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIODIndemnity Response Period") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b11.6(b) hereof. ii. (b) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 11.6 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATIONRules of Arbitration") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATIONBoard of Arbitration") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in CharlotteChicago, North Carolina Illinois and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State States of North Carolina or South Dakota for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement. All fees, costs and expenses of the prevailing party in any arbitration, including, but not limited to, attorneys' fees, shall be paid by the losing party and shall be awarded to the prevailing party as part of the decision of the Board of Arbitration. For purposes hereof, a "Prevailing Party" shall mean the party which substantially prevails in its position in arbitration. Each and every arbitration proceeding commenced pursuant to this Section 11.6(b) shall be consolidated with any arbitration proceedings simultaneously or previously commenced (but not concluded) under this Section 11.6(b).

Other Claims. i. In the event an Indemnitee should have A party who asserts a claim under this Article XI against an Indemnitor that does not involve for indemnification other than a third party Claim, Third Party Claim shall provide in the Indemnitee shall promptly give notice (to the "INDEMNITEE NOTICE") indemnifying parties the nature and the details thereofamount of the Damages asserted. If the indemnifying parties, including copies of all relevant information and documents, to the Indemnitor within a period of thirty fifteen (3015) days following after the discovery giving of the indemnitee’s notice, shall not give written notice to the indemnitee announcing their intention to contest such assertion of the indemnitee, such assertion of the indemnitee shall be deemed accepted and the amount of the Damages shall be deemed established. If, however, the indemnifying parties contest the assertion of the Damages, within the 15-day period, the indemnitee shall have the right to bring suit to resolve the contested assertion. The indemnitee and the indemnifying parties may agree in writing, at any time, as to the existence and the amount of the Damages, and upon the execution of such agreement, such Damages shall be deemed established. Notwithstanding anything to the contrary contained in this Agreement, for purposes of satisfying Sellers’ indemnification obligations, if any indemnification claim is made against one or more of the Sellers, such Seller(s) shall have the option to satisfy such Seller’s obligations paying all or any portion of the claim by reconveying Arcadia Shares received hereunder. If a Seller opts to reconvey any Arcadia Shares, the Indemnitee (reconveyed shares shall be valued as follows: 9.9.1 For any reconveyance of shares prior to or on the "CLAIM NOTICE PERIOD"). The failure by Anniversary Date, each Arcadia Share shall have a value of $2.50. 9.9.2 For any Indemnitee to give reconveyance of shares following the Indemnitee Notice within the Claim Notice Period Anniversary Date, each Arcadia Share shall not impair the Indemnitee's rights hereunder except have a value equal to the extent that average closing price per Arcadia share for each of the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of last ten (10) trading days after prior to the receipt date such shares are tendered for reconveyance. 9.9.3 In addition to and notwithstanding any other provision of this Agreement, a Seller’s maximum liability for indemnification, other than for intentional Breach or Fraud by such Seller or the Indemnitee Notice Breach by such Seller of any of Sections 2.3, 2.4 or 2.5 of this Agreement as it relates or pertains to such particular Seller only, shall be limited to the number of shares issued to such Seller as Closing Date Consideration, Anniversary Date Consideration and Earn-Out Consideration, that are then held by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to Seller plus, if such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee NoticeSeller has sold any Arcadia Shares, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to proceeds received by the parties in writing, Seller from such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereofsale. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event an any Indemnitee should have a claim under this Article XI VII against an Indemnitor any Indemnifying Party that does not involve a third party Third Party Claim, the Indemnitee shall promptly give written notice (the "INDEMNITEE NOTICEIndemnity Notice") and the details thereof, including copies of all relevant information and documents, documents to the Indemnitor Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIODClaim Notice Period"). The failure by any Indemnitee to give the Indemnitee Indemnity Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor an Indemnifying Party demonstrates that it has been prejudiced thereby. The Indemnitor Indemnifying Party will notify the Indemnitee within a period of ten thirty (1030) days after the receipt of the Indemnitee Indemnity Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIODIndemnity Response Period") whether the Indemnitor Indemnifying Party disputes its liability to the Indemnitee under this Article XI VII with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Indemnity Notice, the actual damages Losses as finally determined will be conclusively deemed to be a liability of the Indemnitor Indemnifying Party under this Article XI VII and the Indemnitor Indemnifying Party shall pay the amount of such damages Losses to the Indemnitee on demand. If the Indemnitor Indemnifying Party notifies the Indemnitee within the Indemnity Response Period that the Indemnitor Indemnifying Party disputes its liability with respect to such Claimclaim, the Indemnitor Indemnifying Party and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event an Indemnitee any Indemnified Party should have a claim under this Article XI IX against an Indemnitor any Indemnifying Party that does not involve a third party Third Party Claim, the Indemnitee Indemnified Party shall promptly give prompt written notice (the "INDEMNITEE NOTICE") and the details thereof, including copies of all relevant information and documentsdocuments and, if then known, the amount or method of computation of the amount of such claim (collectively, an "Indemnity Notice") to the Indemnitor Indemnifying Party. The failure by any Indemnified Party to give prompt written notice shall not impair the Indemnified Party's rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced thereby. The Indemnifying Party shall notify the Indemnified Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Indemnity Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIODIndemnity Response Period") whether or not the Indemnitor Indemnifying Party disputes its liability Liability to the Indemnitee Indemnified Party under this Article XI IX with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party that it the Indemnifying Party does not dispute its Liability for the Claim claim described in such Indemnitee Indemnity Notice or fails to notify the Indemnitee Indemnified Party within the Indemnity Response Period whether or not the Indemnitor Indemnifying Party disputes its Liability for the claim described in such Indemnitee Indemnity Notice, the actual damages Losses of the Indemnified Party as finally determined will be conclusively deemed to be a liability Liability of the Indemnitor Indemnifying Party under this Article XI IX and the Indemnitor Indemnifying Party shall pay the amount of such damages Losses to the Indemnitee on demandIndemnified Party. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party within the Indemnity Response Period that the Indemnitor Indemnifying Party disputes its liability Liability with respect to such Claimclaim, the Indemnitor Indemnifying Party and the Indemnitee will Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, resolve such dispute shall be resolved by arbitration in accordance with Section 11.5(b) 11.12 hereof. ii. Any dispute required If the Indemnifying Party is determined to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with liable for the Commercial Arbitration Rules Losses of the American Arbitration Association (Indemnified Party relating to such claim under this Article IX, the "RULES OF ARBITRATION") then in effect by Indemnifying Party shall pay the decision amount of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay such Losses to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this AgreementIndemnified Party.

Other Claims. i. In the event A claim by an Indemnitee should have a claim indemnified party under this Article XI against an Indemnitor ARTICLE VII for any matter not involving a Third Party Claim and in respect of which such indemnified party seeks indemnification hereunder may be made by delivering, in good faith, a written notice of demand to the indemnifying party, 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 the indemnified party to 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 involve receive such a third response from the indemnifying party Claimwithin such fourteen (14) day period, then the Indemnitee indemnifying party shall promptly give notice (be conclusively deemed to have agreed that the "INDEMNITEE NOTICE") indemnified party is entitled to the full amount. If the indemnifying party and the details thereof, including copies indemnified party are unable to resolve any dispute relating to any amount of all relevant information and documents, to the Indemnitor Losses claimed in the notice from the indemnified party within a period of thirty (30) days following after the discovery delivery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect response to such Claim. If notice from the Indemnitor notifies indemnifying party, then the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails Parties shall be entitled to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed resort to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect any legal remedy available to such Claim, the Indemnitor and the Indemnitee will proceed in good faith Party to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, resolve such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor that is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina provided for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this AgreementPSA, subject to all the terms, conditions and limitations of this PSA.

Other Claims. i. In the event A claim by an Indemnitee should have a claim indemnified party under this Article XI against an Indemnitor X for any matter not involving a Third Party Claim and in respect of which such indemnified party seeks indemnification hereunder may be made by delivering, in good faith, a written notice of demand to the indemnifying party, which notice shall contain (a) a description and the amount of any Losses incurred or suffered by the indemnified party, (b) a statement that does not involve the indemnified party is entitled to indemnification under this Article X for such Losses and a third party Claimreasonable 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 Indemnitee Company shall promptly give be entitled to deliver such notice (of demand to the "INDEMNITEE NOTICE") Investor Representative on behalf of the Company Indemnified Parties, and the details thereof, including copies Investor Representative shall be entitled to deliver such notice of all relevant information and documents, demand to the Indemnitor within a period Company on behalf of the Investor Indemnified Parties. Within thirty (30) days following after receipt by the discovery 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 claim by Losses claimed in the Indemnitee notice from the indemnified party; (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent b) agrees that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt indemnified party is entitled to part, but not all, of the Indemnitee Notice by amount of the Indemnitor Losses claimed in the notice from the indemnified party; or (c) indicates that the "INDEMNITY RESPONSE PERIOD") whether indemnifying party disputes the Indemnitor disputes its liability to entire amount of the Indemnitee under this Article XI with respect to such ClaimLosses claimed in the notice from the indemnified party. If the Indemnitor notifies the Indemnitee that it indemnified party does not dispute receive such a response from the Claim described in indemnifying party within such Indemnitee Notice or fails to notify thirty (30)-day period, then the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will indemnifying party shall be conclusively deemed to be a liability of have agreed that the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages indemnified party is entitled to the Indemnitee on demandfull amount. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor indemnifying party and the Indemnitee will proceed indemnified party are unable to resolve any Dispute relating to any amount of the Losses claimed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations the notice from the indemnified party within a period of thirty (30) days after the delivery of the response to such notice from the date of such notice or such longer period as may be agreed to by indemnifying party, then the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced resort to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent legal remedy available to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address resolve such Dispute that is provided for such party set forth in this Agreement, subject to all the terms, conditions and limitations of this Agreement.

Other Claims. i. In the event an Indemnitee any Indemnified Party should have a claim under this Article XI X against an Indemnitor any Indemnifying Party that does not involve a third party Third Party Claim, the Indemnitee Indemnified Party shall promptly give written notice (the "INDEMNITEE NOTICE") and the reasonable details thereof, including copies of all relevant information and documentsdocuments (collectively, an "Indemnity Notice"), to the Indemnitor Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee Indemnified Party (the "CLAIM NOTICE PERIODClaim Notice Period"). The failure by any Indemnitee Indemnified Party to give the Indemnitee Indemnity Notice within the Claim Notice Period shall not impair the IndemniteeIndemnified Party's rights hereunder except to the extent that the Indemnitor an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. The Indemnitor will Indemnifying Party shall notify the Indemnitee Indemnified Party within a period of ten thirty (1030) days after the receipt of the Indemnitee Indemnity Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIODIndemnity Response Period") whether the Indemnitor Indemnifying Party disputes its liability to the Indemnitee Indemnified Party under this Article XI X with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party that it does not dispute the Claim claim described in such Indemnitee Indemnity Notice or fails to notify the Indemnitee Indemnified Party within the Indemnity Response Period whether the Indemnitor Indemnifying Party disputes the claim described in such Indemnitee Indemnity Notice, the actual damages as Losses in the amount specified in the Indemnity Notice in the amount finally determined determined, will be conclusively deemed to be a liability of the Indemnitor Indemnifying Party under this Article XI X and the Indemnitor Indemnifying Party shall pay the amount of such damages Losses to the Indemnitee Indemnified Party on demanddemand following the final determination of the amount thereof. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party within the Indemnity Response Period that the Indemnitor Indemnifying Party disputes its liability with respect to such Claimclaim, the Indemnitor Indemnifying Party and the Indemnitee Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as notice, either party may be agreed resort to by the parties in writing, such dispute shall be resolved by arbitration litigation in accordance with Section 11.5(b) hereof10.04(c). ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event an Indemnitee any Indemnified Party should have a claim under this Article XI IX against an Indemnitor any Indemnifying Party that does not involve a third party ClaimThird Party Claim or a claim under Article II for a purchase price adjustment (which Article contains its own applicable dispute resolution mechanism), the Indemnitee Indemnified Party shall promptly give written notice (the "INDEMNITEE NOTICE") and the details thereof, including copies of all relevant information and documentsdocuments and (if then known) the amount or method of computation of the amount of such claim (collectively, an "INDEMNITY NOTICE"), to the Indemnitor Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee 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 Indemnitee Indemnified Party to give the Indemnitee Indemnity Notice within the Claim Notice Period shall not impair the IndemniteeIndemnified Party's rights hereunder except to the extent that the Indemnitor an Indemnifying Party demonstrates that it has been prejudiced thereby. The Indemnitor will Indemnifying Party shall notify the Indemnitee Indemnified Party within a period of ten thirty (1030) days after the receipt of the Indemnitee Indemnity Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor Indemnifying Party disputes its liability to the Indemnitee Indemnified Party under this Article XI IX with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party that it does not dispute the Claim claim described in such Indemnitee Indemnity Notice or fails to notify the Indemnitee Indemnified Party within the Indemnity Response Period whether the Indemnitor Indemnifying Party disputes the claim described in such Indemnitee Indemnity Notice, the actual damages Losses as finally determined will be conclusively deemed to be a liability of the Indemnitor Indemnifying Party under this Article XI IX and the Indemnitor Indemnifying Party shall pay the amount of such damages Losses to the Indemnitee Indemnified Party on demand. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party within the Indemnity Response Period that the Indemnitor Indemnifying Party disputes its liability with respect to such Claimclaim, the Indemnitor Indemnifying Party and the Indemnitee will Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as notice, either party may be agreed to by the parties in writing, require that such dispute shall be resolved by arbitration in accordance with Section 11.5(b9.4(c) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event A claim by an Indemnitee should have a claim indemnified party under this Article XI against an Indemnitor X for any matter not involving a Third Party Claim and in respect of which such indemnified party seeks indemnification hereunder may be made by delivering, in good faith, a written notice of demand to the indemnifying party, which notice shall contain (a) a description and the amount of any Losses incurred or suffered by the indemnified party, (b) a statement that does not involve the indemnified party is entitled to indemnification under this Article X for such Losses and a third party Claimreasonable 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 Indemnitee Company shall promptly give be entitled to deliver such notice (of demand to the "INDEMNITEE NOTICE") Investor Representative on behalf of the Company Indemnified Parties, and the details thereof, including copies Investor Representative shall be entitled to deliver such notice of all relevant information and documents, demand to the Indemnitor within a period Company on behalf of the Investor Indemnified Parties. Within thirty (30) days following after receipt by the discovery 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 claim by Losses claimed in the Indemnitee notice from the indemnified party; (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent b) agrees that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt indemnified party is entitled to part, but not all, of the Indemnitee Notice by amount of the Indemnitor Losses claimed in the notice from the indemnified party; or (c) indicates that the "INDEMNITY RESPONSE PERIOD") whether indemnifying party disputes the Indemnitor disputes its liability to entire amount of the Indemnitee under this Article XI with respect to such ClaimLosses claimed in the notice from the indemnified party. If the Indemnitor notifies the Indemnitee that it indemnified party does not dispute receive such a response from the Claim described in indemnifying party within such Indemnitee Notice or fails to notify thirty (30)-day period, then the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will indemnifying party shall be conclusively deemed to be a liability of have agreed that the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages indemnified party is entitled to the Indemnitee on demandfull amount. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor indemnifying party and the Indemnitee will proceed indemnified party are unable to resolve any Dispute relating to any amount of the Losses claimed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations the notice from the indemnified party within a period of thirty (30) days after the delivery of the response to such notice from the date of such notice or such longer period as may be agreed to by indemnifying party, then the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced resort to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent legal remedy available to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address resolve such Dispute that is provided for such party set forth in this Agreement, subject to all the terms, conditions and limitations of this Agreement.

Other Claims. i. (a) In the event an Indemnitee should have a claim under this Article XI VI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE"“Indemnitee Notice”) and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"“Claim Notice Period”). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's ’s rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten twenty (1020) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD"“Indemnity Response Period”) whether the Indemnitor disputes its liability to the Indemnitee under this Article XI VI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI VI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b6.6(b) hereof. ii. (b) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 6.6 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION"“Rules of Arbitration”) then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION"“Board of Arbitration”) selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in CharlotteKansas City, North Carolina Missouri and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement. All fees, costs and expenses of the prevailing party in any arbitration, including, but not limited to, attorneys’ fees, shall be paid by the losing party and shall be awarded to the prevailing party as part of the decision of the Board of Arbitration. For purposes hereof, a “Prevailing Party” shall mean the party which substantially prevails in its position in arbitration. Each and every arbitration proceeding commenced pursuant to this Section 6.6(b) shall be consolidated with any arbitration proceedings simultaneously or previously commenced (but not concluded) under this Section 6.6(b).

Other Claims. i. In the event A claim by an Indemnitee should have a claim indemnified party under this Article XI against VII for any matter not involving a Third Party Claim and in respect of which such indemnified party would be entitled to indemnification hereunder may be made by delivering, in good faith, a written notice of claim to the indemnifying party (a “Claim Notice”), which notice shall contain (a) a description and the amount of any Losses incurred or suffered or an Indemnitor that does not involve a third estimate of Losses reasonably expected to be incurred or suffered by the indemnified party Claimif known or reasonably capable of estimation, and the Indemnitee shall promptly give notice method of computation of such Losses (the "INDEMNITEE NOTICE"“Claim Amount”), (b) a statement that the indemnified party is entitled to indemnification under this Article VII for such Losses and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery reasonable explanation of the claim by basis therefor, and (c) a demand for payment in the Indemnitee (amount of such Losses or an estimate of such Losses if known; provided, that the "CLAIM NOTICE PERIOD"). The failure by to so notify such indemnifying party will not relieve the indemnifying party from any Indemnitee liability that it may have to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, the indemnifying party 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 Indemnitor demonstrates 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 it has been prejudiced therebythe 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. The Indemnitor will 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 Indemnitee indemnified party within a period of ten twenty (1020) days after the Business Days following its receipt of a Claim Notice that the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor indemnifying party disputes its liability to the Indemnitee under this Article XI indemnified party with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described Amount in whole or in part, such claim specified by the indemnified party in such Indemnitee Claim Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will shall be conclusively deemed to be a liability of the Indemnitor indemnifying party under this Article XI Section 7.1 or Section 7.2, as applicable, with respect to the undisputed portion of the Claim Amount and the Indemnitor indemnifying party shall pay the amount of such damages liability to the Indemnitee indemnified party on demand. If demand or, in the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed case of any Claim Notice in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect amount of the claim made by (or any portion thereof) is estimated, on such later date when the Indemniteeamount of such claim (or such portion thereof) becomes finally determined. The decision For all purposes of this Section 7.4, Seller shall be entitled to deliver 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 Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this AgreementPurchaser Indemnified Parties.

Other Claims. i. In the event an any Indemnitee should have a claim against any Indemnitor under this Article XI against an Indemnitor Agreement that does not involve a third party Third-Party Claim, the Indemnitee shall deliver notice of such claim to the Indemnitor promptly give notice following discovery of any indemnifiable Loss, but in any event not later than the last date set forth in Section 9.2 or 9.4, as the case may be, for making such claim (a "Claim Notice" and, together with the Third-Party Claim Notices, an "INDEMNITEE NOTICEIndemnification Notice") and the details thereof, including copies of all relevant information and documents). Such Claim Notice shall, to the Indemnitor within a period extent known by Indemnitee at the time, state in reasonable detail the amount or an estimated amount of thirty such claim, and shall specify the facts and circumstances, to the extent known by Indemnitee at the time, which form the basis (30or bases) days following for such claim, and shall further specify the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD")representations, warranties or covenants alleged to have been breached. The failure by any Indemnitee Failure to give the Indemnitee Notice within the a Claim Notice Period shall not impair affect the Indemnitee's rights indemnification provided hereunder except to the extent that the Indemnitor demonstrates that it has shall have been actually prejudiced therebyas a result of such failure. The Upon receipt of any a Claim Notice, the Indemnitor will shall notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") as to whether the Indemnitor disputes its accepts liability for any Loss and shall make payment to the Indemnitee under this Article XI with respect to within ten business days of receipt of such Claimnotice. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claimclaim, as provided above, the Indemnitor and the Indemnitee will proceed shall attempt to resolve such dispute in good faith to negotiate a resolution accordance with the terms and provisions of Section 11.4, provided, however, if the Indemnitor disputes liability and does not pay such indemnification claim within ten business days of such disputereceipt, and if not resolved through negotiations within a period Indemnitor is ultimately determined to be liable for such indemnification, interest shall apply to the total amount of thirty (30) days such claim at the highest legally permissible rate and shall be due and payable in addition to any claim for indemnification, which interest shall be calculated from the date of receipt of such notice or such longer period as may be agreed to Claim Notice by the parties Indemnitor, and Indemnitor shall furthermore be liable for any and all subsequent Losses incurred by Indemnitee as a consequence of the failure to pay such indemnification within ten business days, including, without limitation, any and all fees, costs, expenses and disbursements of counsel to Indemnitee in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance connection with the Commercial Arbitration Rules enforcement of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event an Indemnitee should have a claim (i) Except as provided in Section 4.3(a) above, in order to seek indemnification under this Article XI against IV, an Indemnitor indemnified party shall give written notification (a “Claim Notice”) to the indemnifying party that does not involve contains (A) a third description and the amount of any Damages incurred or reasonably expected to be incurred by the indemnified party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE"“Claimed Amount”), (B) a statement that the indemnified party is entitled to indemnification under this Article IV for such Damages and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery reasonable explanation of the claim by basis therefor, and (C) a demand for payment (in the Indemnitee manner described below) in the amount of such Damages. (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ii) Within ten (10) calendar days after delivery of a Claim Notice, the receipt indemnifying party shall deliver to the indemnified party a written response (the “Response”) in which the Indemnifying Party shall: (A) agree that the indemnified party is entitled to receive all of the Indemnitee Notice Claimed Amount (in which case the Response shall be accompanied with instructions to release to the release of the number shares underlying the Indemnification Holdback equal to the Claimed Amount from the Indemnification Holdback or to pay by a payment of cash by the Indemnitor indemnifying party to the indemnified party of the Claimed Amount, by check or by wire transfer), (B) agree that the indemnified party is entitled to receive part, but not all, of the Claimed Amount (the "INDEMNITY RESPONSE PERIOD"“Agreed Amount”) whether ((in which case the Indemnitor Response shall be accompanied with written instructions to the directly release of the number of shares underlying the Indemnification Holdback equal to the Agreed Amount or by a payment of cash by the indemnifying party to the indemnified party of the Agreed Amount, by check or by wire transfer), or (iii) dispute that the indemnified party is entitled to receive any of the Claimed Amount. If the indemnifying party in the Response disputes its liability for all or part of the Claimed Amount, the indemnifying party and the indemnified party shall follow the procedures set forth in below for the resolution of such dispute (a “Dispute”). (iii) During the fifteen (15)-day period following the delivery of a Response that reflects a Dispute, the indemnifying party and the indemnified party shall use good faith efforts to resolve the Indemnitee under this Article XI with respect to such ClaimDispute. If the Indemnitor notifies the Indemnitee that it does Dispute is not dispute the Claim described in resolved within such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Noticefifteen (15)-day period, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI indemnifying party and the Indemnitor indemnified party shall pay submit the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted Dispute to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party terms set forth in this Agreementon Schedule 4.3(b) attached hereto.

Other Claims. i. In the event A claim by an Indemnitee should have a claim indemnified party under this Article XI against an Indemnitor ARTICLE X for any matter not involving a Third Party Claim and in respect of which such indemnified party seeks indemnification hereunder may be made by delivering, in good faith, a written notice of demand to the indemnifying party, which notice shall contain (a) a description and the amount of any Losses incurred or suffered by the indemnified party (and the method of computation of such Losses), (b) a statement that does not involve the indemnified party is entitled to indemnification under this ARTICLE X for such Losses and a third party Claimreasonable 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 Indemnitee Company shall promptly give be entitled to deliver such notice (of demand to the "INDEMNITEE NOTICE") Investor Representative on behalf of the Company Indemnified Parties, and the details thereof, including copies Investor Representative shall be entitled to deliver such notice of all relevant information and documents, demand to the Indemnitor within a period Company on behalf of the Investor Indemnified Parties. Within thirty (30) days following after receipt by the discovery 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 claim by Losses claimed in the Indemnitee notice from the indemnified party; (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent b) agrees that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt indemnified party is entitled to part, but not all, of the Indemnitee Notice by amount of the Indemnitor Losses claimed in the notice from the indemnified party; or (c) indicates that the "INDEMNITY RESPONSE PERIOD") whether indemnifying party disputes the Indemnitor disputes its liability to entire amount of the Indemnitee under this Article XI with respect to such ClaimLosses claimed in the notice from the indemnified party. If the Indemnitor notifies the Indemnitee that it indemnified party does not dispute receive such a response from the Claim described in indemnifying party within such Indemnitee Notice or fails to notify thirty (30)-day period, then the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will indemnifying party shall be conclusively deemed to be a liability of have agreed that the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages indemnified party is entitled to the Indemnitee on demandfull amount. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor indemnifying party and the Indemnitee will proceed indemnified party are unable to resolve any Dispute relating to any amount of the Losses claimed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations the notice from the indemnified party within a period of thirty (30) days after the delivery of the response to such notice from the date of such notice or such longer period as may be agreed to by indemnifying party, then the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced resort to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent legal remedy available to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address resolve such Dispute that is provided for such party set forth in this Agreement, subject to all the terms, conditions and limitations of this Agreement.

Other Claims. i. In the event order for an Indemnitee should have a claim Indemnified Party to be entitled to any indemnification under this Article XI against an Indemnitor 7 (Indemnification) in respect of Losses that does do not arise out of or involve a third party ClaimThird Party claim, the Indemnitee shall Indemnified Party must notify indemnifying Party promptly give in writing (including in such notice (a brief description of the "INDEMNITEE NOTICE") claim for indemnification and the details thereofLoss, including copies of all relevant information and documentsdamages sought or estimated, to the Indemnitor within a period extent actually known or reasonably capable of thirty (30) days following the discovery of the claim estimation by the Indemnitee Indemnified Party); provided, however, that the failure to promptly provide such notice will not affect the indemnification provided under this Article 7 (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder Indemnification) except to the extent that indemnifying Party has been actually and materially prejudiced as a result of such failure. The Indemnifying Party will have 30 days from receipt of such notice of claim to dispute the Indemnitor demonstrates 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 applicable 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 has been prejudiced thereby. The Indemnitor will notify the Indemnitee disputes such claim within a period of ten (10) 30 days after the its receipt of the Indemnitee Notice by notice of claim, then the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described claim specified in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the notice of claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed a Loss subject to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demandindemnification hereunder. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect Indemnifying Party responds to such Claimnotice and agrees with it, then such claim shall be deemed finally determined. If the Indemnitor Indemnifying Party responds to such notice and disagrees with all or a portion of the claim, then the portion of the claim that is agreed shall be deemed finally determined and the Indemnitee will proceed Indemnified Party and Indemnifying Party shall negotiate in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within for a period of thirty (30) 30 days from the date of such notice response to resolve such unresolved portion of such claim. Following such 30-day negotiation period, either Party may bring an action or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration proceeding in accordance with Section 11.5(b) hereof. ii9.10 (Jurisdiction; Venue). Any dispute required to The unresolved portion of any such claim shall not be submitted to arbitration pursuant to this Section 11.5 shall be deemed finally determined until and conclusively determined unless either resolved in writing by the Indemnified Party and the Indemnifying Party or in accordance with the Commercial Arbitration Rules of the American Arbitration Association Section 9.10 (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this AgreementJurisdiction; Venue).

Other Claims. i. 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 an Indemnitee should have a claim the Indemnifying Party disputes its obligation to indemnify the Indemnified Party under this Article XI against an Indemnitor that does not involve a third party ClaimIX, the Indemnitee Indemnifying Party shall promptly give notice (the "INDEMNITEE NOTICE") and the details thereof, including copies have 30 days after receipt of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee an Indemnification Claim Notice under this Section 9.04 to give written notice of such objection, and (with reasonable specificity) the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claimgrounds therefor. If the Indemnitor notifies the Indemnitee that it does not dispute the Indemnifying Party delivers an Indemnification Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, then the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI Indemnified Party and the Indemnitor Indemnifying Party shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will 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 disputeobjection, then a writing setting forth the matters conclusively determined by the Indemnified Party and the Indemnifying Party shall be prepared and signed by both parties, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on upon the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreementhereto.

Other Claims. i. In the event an Indemnitee should have a claim under this Article XI Section IX against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE"“Indemnitee Notice”) and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the “Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced therebyPeriod”). The Indemnitor will notify the Indemnitee within a period of ten twenty (1020) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD"“Indemnity Response Period”) whether the Indemnitor disputes its liability to the Indemnitee under this Article XI Section IX with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI Section IX and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) 11.12 hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event (i) As soon as reasonably practicable after an Indemnitee should have a Indemnified Party becomes aware of any claim under this Article XI against an Indemnitor that does not involve a third party Third Party Claim that might result in Losses for which such Indemnified Party may be entitled to indemnification under this Article X (a “Direct Claim”), the Indemnitee Indemnified Party shall promptly give provide written notice (a “Claim Notice”) to the "INDEMNITEE NOTICE"Indemnifying Party stating the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Direct Claim), the method of computation thereof (to the extent known or estimated) and the details thereof, including copies of all relevant information and documentsand, to the Indemnitor within a period of thirty (30) days following the discovery extent practicable, any other material details pertaining thereto, along with copies of the claim by relevant documents evidencing such Direct Claim and the Indemnitee (basis for indemnification sought. Failure of the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee Indemnified Party to give the Indemnitee Notice within the such Claim Notice Period shall will not impair relieve the Indemnitee's rights hereunder Indemnifying Party from its indemnification obligations hereunder, except to the extent that the Indemnitor demonstrates that it has been Indemnifying Party is actually prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten . (10ii) days after the Following receipt of the Indemnitee a Claim Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Noticefrom an Indemnified Party, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor Indemnifying Party shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of have thirty (30) days from to make such investigation of the date Direct Claim as the Indemnifying Party reasonably deems necessary or desirable. For purposes of such notice investigation, the Indemnified Party agrees to make available to the Indemnifying Party or such longer period as may be agreed to its Representatives the information relied on by the parties Indemnified Party to substantiate the Direct Claim and all other information in writingthe Indemnified Party’s possession or under the Indemnified Party’s control that the Indemnifying Party reasonably requests. (iii) Within such thirty- (30-) day period, an Indemnifying Party may object to any Direct Claim set forth in such Claim Notice by delivering written notice to the Indemnified Party of the Indemnifying Party’s objection (an “Indemnification Objection Notice”). Such Indemnification Objection Notice must describe the grounds for such objection in reasonable detail. If an Indemnification Objection Notice is not delivered by the Indemnifying Party to the Indemnified Party within thirty (30) days after receipt by the Indemnifying Party of the Claim Notice (the “Indemnification Objection Period”), such dispute failure to so object shall be resolved an acknowledgment by arbitration the Indemnifying Party that the Indemnified Party is entitled to indemnification under Article X for the full amount of the Losses set forth in such Claim Notice. (iv) If an Indemnifying Party shall object in writing during the Indemnification Objection Period to any Direct Claim or Direct Claims by an Indemnified Party made in any Claim Notice, the Indemnified Party shall have thirty (30) days after its receipt of the Indemnification Objection Notice to respond in a written statement to such objection. If after such thirty- (30-) day period there remains a dispute as to any Direct Claims, the Indemnifying Party and the Indemnified Party shall attempt in good faith for twenty (20) days (or any mutually agreed upon extension thereof) thereafter to agree in writing upon the rights of the respective parties with respect to each of such Direct Claims. If no such written agreement can be reached after good faith negotiation, each of the Indemnifying Party and the Indemnified Party may take action to resolve the objection in accordance with Section 11.5(b) hereof11.07. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. (a) In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICEIndemnitee Notice") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIODClaim Notice Period"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten thirty (1030) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIODIndemnity Response Period") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. Notwithstanding anything to the contrary in this Agreement, in the event the Purchaser or any of the Affiliates is the Indemnitee, the Indemnitor and Indemnitee shall jointly give prompt written notice to the Escrow Agent to pay such amount from and out of the Escrow Funds. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b11.6(b) hereof. ii. (b) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 11.6(b) shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATIONRules of Arbitration") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATIONBoard of Arbitration") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in CharlotteColumbus, North Carolina Ohio and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the IndemnitorIndemnitor and, to the extent the Escrow Account is still in existence, to the Escrow Agent. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal federal court located in the State of North Carolina Ohio, without regard to its principles of conflict of laws, for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.. All fees, costs and expenses of the prevailing party in any arbitration, including, but not limited to, attorneys' fees, shall be paid by the losing party and shall be awarded to the prevailing party

Other Claims. i. In the event (i) As soon as reasonably practicable after an Indemnitee should have a Indemnified Party becomes aware of any claim under this Article XI against an Indemnitor that does not involve a third party Third Party Claim that might result in Losses for which such Indemnified Party may be entitled to indemnification under this Article X (a “Direct Claim”), the Indemnitee Indemnified Party shall promptly give provide written notice (a “Claim Notice”) to the "INDEMNITEE NOTICE"Indemnifying Party stating the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Direct Claim), the method of computation thereof (to the extent known or estimated) and the details thereof, including copies of all relevant information and documentsand, to the Indemnitor within a period of thirty (30) days following the discovery extent practicable, any other material details pertaining thereto, along with copies of the claim by relevant documents evidencing such Direct Claim and the Indemnitee (basis for indemnification sought. Failure of the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee Indemnified Party to give the Indemnitee Notice within the such Claim Notice Period shall will not impair relieve the Indemnitee's rights hereunder Indemnifying Party from its indemnification obligations hereunder, except to the extent that the Indemnitor demonstrates that it has been Indemnifying Party is actually prejudiced thereby. (ii) Following receipt of a Claim Notice from an Indemnified Party, the Indemnifying Party shall have 30 days to make such investigation of the Direct Claim as the Indemnifying Party reasonably deems necessary or desirable. The Indemnitor will notify For purposes of such investigation, the Indemnitee Indemnified Party agrees to make available to the Indemnifying Party or its Representatives the information relied on by the Indemnified Party to substantiate the Direct Claim and all other information in the Indemnified Party’s possession or under the Indemnified Party’s control that the Indemnifying Party reasonably requests. (iii) Within such 30-day period, an Indemnifying Party may object to any Direct Claim set forth in such Claim Notice by delivering written notice to the Indemnified Party of the Indemnifying Party’s objection (an “Indemnification Objection Notice”). Such Indemnification Objection Notice must describe the grounds for such objection in reasonable detail. If an Indemnification Objection Notice is not delivered by the Indemnifying Party to the Indemnified Party within a period of ten (10) 30 days after receipt by the Indemnifying Party of the Claim Notice (the “Indemnification Objection Period”), such failure to so object shall be an acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to indemnification under Article X for the full amount of the Losses set forth in such Claim Notice. (iv) If an Indemnifying Party shall object in writing during the Indemnification Objection Period to any Direct Claim or Direct Claims by an Indemnified Party made in any Claim Notice, the Indemnified Party shall have 30 days after its receipt of the Indemnitee Indemnification Objection Notice by to respond in a written statement to such objection. If after such 30-day period there remains a dispute as to any Direct Claims, the Indemnitor Indemnifying Party and the Indemnified Party shall attempt in good faith for 20 days (or any mutually agreed upon extension thereof) thereafter to agree in writing upon the "INDEMNITY RESPONSE PERIOD") whether rights of the Indemnitor disputes its liability to the Indemnitee under this Article XI respective parties with respect to each of such ClaimDirect Claims. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in no such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Noticewritten agreement can be reached after good faith negotiation, the actual damages as finally determined will be conclusively deemed to be a liability each of the Indemnitor under this Article XI Indemnifying Party and the Indemnitor shall pay Indemnified Party may take action to resolve the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration objection in accordance with Section 11.5(b) hereof11.07. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event an Indemnitee should have any Indemnified Party has a claim under this Article XI VII against an Indemnitor any Indemnifying Party that does not involve a third party Third-Party Claim, the Indemnitee Indemnified Party shall promptly give written notice (the "INDEMNITEE NOTICE"“Claim Notice”) and the details thereof, including an estimate of the claimed Losses and copies of all relevant information and documents, to the Indemnitor Indemnifying Party within a period of thirty (30) days following the discovery or receipt of notification of the claim by the Indemnitee (Indemnified Party; provided, that the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give so notify the Indemnitee Notice within the Claim Notice Period Indemnifying Party shall not impair relieve the Indemnitee's rights Indemnifying Party of its obligations hereunder except to the extent that such failure shall have materially prejudiced the Indemnitor demonstrates that it has been prejudiced therebyIndemnifying Party or shall have resulted in the expiration of the time period set forth in Section 7.5. The Indemnitor Indemnifying Party will notify the Indemnitee Indemnified Party within a period of ten thirty (1030) days after the receipt of the Indemnitee Claim Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIOD"“Claim Response Period”) whether the Indemnitor Indemnifying Party disputes its liability to the Indemnitee Indemnified Party under this Article XI VII with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party that it does not dispute the Claim claim described in such Indemnitee Claim Notice or fails to notify the Indemnitee Indemnified Party within the Indemnity Claim Response Period whether the Indemnitor that it disputes the claim described in such Indemnitee Claim Notice, the actual damages as Losses of the Indemnified Party resulting from or arising out of such claim in the amount finally determined will be conclusively deemed to be a liability of the Indemnitor Indemnifying Party under this Article XI VII, and the Indemnitor shall pay Losses of the amount of such damages Indemnified Party to the Indemnitee Indemnified Party on demand. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party within the Indemnity Claim Response Period that the Indemnitor Indemnifying Party disputes its liability with respect to such Claimclaim, the Indemnitor Indemnifying Party and the Indemnitee Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as of dispute, either party may be agreed resort to by the parties in writing, such dispute shall be resolved by arbitration litigation in accordance with Section 11.5(b) hereof7.4(c). ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event an Indemnitee any Indemnified Party should have a claim under this Article XI VIII against an Indemnitor any Indemnifying Party that does not involve a third party Third Party Claim, the Indemnitee Indemnified Party shall promptly give written notice (the "INDEMNITEE NOTICE"“Indemnity Notice”) and the details thereof, including copies of all relevant information and documents, documents to the Indemnitor Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee Indemnified Party (the "CLAIM NOTICE PERIOD"“Claim Notice Period”). The failure by any Indemnitee Indemnified Party to give the Indemnitee Indemnity Notice within the Claim Notice Period shall not impair the Indemnitee's Indemnified Party’s rights hereunder except to the extent that the Indemnitor an Indemnifying Party demonstrates that it has been prejudiced thereby. The Indemnitor Indemnifying Party will notify the Indemnitee Indemnified Party within a period of ten twenty (1020) days after the receipt of the Indemnitee Indemnity Notice by the Indemnitor Indemnifying Party (the "INDEMNITY RESPONSE PERIOD"“Indemnity Response Period”) whether the Indemnitor Indemnifying Party disputes its liability to the Indemnitee Indemnified Party under this Article XI VIII with respect to such Claimclaim. If the Indemnitor Indemnifying Party notifies the Indemnitee Indemnified Party that it does not dispute the Claim claim described in such Indemnitee Indemnity Notice or fails to notify the Indemnitee Indemnified Party within the Indemnity Response Period whether the Indemnitor Indemnifying Party disputes the claim described in such Indemnitee Indemnity Notice, the actual damages Losses as finally determined will be conclusively deemed to be a liability of the Indemnitor Indemnifying Party under this Article XI VIII and the Indemnitor Indemnifying Party shall pay the amount of such damages Losses to the Indemnitee Indemnified Party on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. (a) In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICEIndemnitee Notice") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIODClaim Notice Period"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten twenty (1020) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIODIndemnity Response Period") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. (b) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATIONRules of Arbitration") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATIONBoard of Arbitration") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.of

Other Claims. i. (a) In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. (b) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement. All fees, costs and expenses of the prevailing party in any arbitration, including, but not limited to, attorneys' fees, shall be paid by the losing party and shall be awarded to the prevailing party as part of the decision of the Board of Arbitration. For purposes hereof, a "PREVAILING PARTY" shall mean the party which substantially prevails in its position in arbitration. Each and every arbitration proceeding commenced pursuant to this Section 11.5(b) shall be consolidated with any arbitration proceedings simultaneously or previously commenced (but not concluded) under this Section 11.5(b).

Other Claims. i. (a) In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICEIndemnitee Notice") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIODClaim Notice Period"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIODIndemnity Response Period") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demanddemand or, in the event the Purchaser or any of its Affiliates is the Indemnitee, and to the extent the Escrow Account is still in existence, give prompt written notice to the Escrow Agent to pay such amount from and out of the Escrow Funds. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be submitted to mediation in accordance with Section 11.6(b) hereof. If such dispute is resolved through negotiations at a time when the Escrow Account is still in existence, and if the resolution of such dispute involves payment from and out of the Escrow Funds, then the Indemnitor and the Indemnitee shall promptly jointly instruct the Escrow Agent, in writing, as to the details of such payment. (b) Any dispute required to be submitted to mediation pursuant to this Section 11.6 shall be submitted to mediation before an impartial, neutral mediator selected by the parties. Mediation shall be conducted in accordance with the rules applicable to the mediation of civil actions pending in the Superior Court, Mecklenburg County, North Carolina. If the parties are unable to agree upon the mediator within fifteen (15) days after the expiration of the period for negotiation provided in Section 11.6(a) above, either party may request the appointment of a mediator by the American Arbitration Association. The mediation shall be conducted in Charlotte, North Carolina, or at such other location as may be agreed to by the parties in writing. The fees and expenses of the mediator shall be borne equally by the parties. If the dispute has not been resolved through mediation within thirty (30) days from the selection of the mediator or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b11.6(c) hereof. If such dispute is resolved through mediation at a time when the Escrow Account is still in existence, and if the resolution of such dispute involves payment from and out of the Escrow Funds, then the Indemnitor and the Indemnitee shall promptly jointly instruct the Escrow Agent, in writing, as to the details of such payment. ii. (c) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 11.6 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATIONRules of Arbitration") then in effect effect. In any dispute where the aggregate amount in controversy is less than $200,000.00, the dispute shall be resolved by the decision of a single arbitrator selected by the parties. If the parties are unable to agree on an arbitrator within fifteen (15) days after the expiration of the period for mediation provided in Section 11.6(b) above, either party may request the appointment of an arbitrator by the American Arbitration Association. In any dispute where the aggregate amount in controversy equals or exceeds $200,000.00, the dispute shall be resolved by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Arbitration (the "Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this AgreementArbitrators").

Other Claims. i. (a) In the event an Indemnitee should have a claim under this Article XI against an Indemnitor that does not involve a third party Claim, the Indemnitee shall promptly give notice (the "INDEMNITEE NOTICE") and the details thereof, including copies of all relevant information and documents, to the Indemnitor within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD"). The failure by any Indemnitee to give the Indemnitee Notice within the Claim Notice Period shall not impair the Indemnitee's rights hereunder except to the extent that the Indemnitor demonstrates that it has been prejudiced thereby. The Indemnitor will notify the Indemnitee within a period of ten thirty (1030) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") whether the Indemnitor disputes its liability to the Indemnitee under this Article XI with respect to such Claim. If the Indemnitor notifies the Indemnitee that it does not dispute the Claim described in such Indemnitee Notice or fails to notify the Indemnitee within the Indemnity Response Period whether the Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally determined will be conclusively deemed to be a liability of the Indemnitor under this Article XI and the Indemnitor shall pay the amount of such damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claim, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice or such longer period as may be agreed to by the parties in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. (b) Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in CharlotteSeattle, North Carolina Washington and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina Washington for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.

Other Claims. i. In the event an any Indemnitee should have a claim against any Indemnitor under this Article XI against an Indemnitor Agreement that does not involve a third party Third-Party Claim, the Indemnitee shall deliver notice of such claim to the Indemnitor promptly give notice following discovery of any indemnifiable Loss, but in any event not later than the last date set forth in Section 7.2 or 7.4, as the case may be, for making such claim (a “Claim Notice” and, together with the "INDEMNITEE NOTICE") and the details thereofThird-Party Claim Notices, including copies of all relevant information and documentsan “Indemnification Notice”). Such Claim Notice shall, to the Indemnitor within a period extent known by Indemnitee at the time, state in reasonable detail the amount or an estimated amount of thirty such claim, and shall specify the facts and circumstances, to the extent known by Indemnitee at the time, which form the basis (30or bases) days following for such claim, and shall further specify the discovery of the claim by the Indemnitee (the "CLAIM NOTICE PERIOD")representations, warranties or covenants alleged to have been breached. The failure by any Indemnitee Failure to give the Indemnitee Notice within the a Claim Notice Period shall not impair affect the Indemnitee's rights indemnification provided hereunder except to the extent that the Indemnitor demonstrates that it has shall have been actually prejudiced therebyas a result of such failure. The Upon receipt of any a Claim Notice, the Indemnitor will shall notify the Indemnitee within a period of ten (10) days after the receipt of the Indemnitee Notice by the Indemnitor (the "INDEMNITY RESPONSE PERIOD") as to whether the Indemnitor disputes its accepts liability for any Loss and shall make payment to the Indemnitee under this Article XI with respect to within ten business days of receipt of such Claimnotice. If the Indemnitor notifies the Indemnitee that it disputes liability and does not dispute the Claim described in pay such Indemnitee Notice or fails to notify the Indemnitee indemnification claim within the Indemnity Response Period whether the ten business days of such receipt, and Indemnitor disputes the claim described in such Indemnitee Notice, the actual damages as finally is ultimately determined will be conclusively deemed to be a liability of liable for such indemnification, interest shall apply to the Indemnitor under this Article XI and the Indemnitor shall pay the total amount of such damages claim at the highest legally permissible rate and shall be due and payable in addition to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity Response Period that the Indemnitor disputes its liability with respect to such Claimany claim for indemnification, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days which interest shall be calculated from the date of receipt of such notice or such longer period as may be agreed to Claim Notice by the parties Indemnitor, and Indemnitor shall furthermore be liable for any and all subsequent Losses Seller /s/ AG Purchaser /s/ CD incurred by Indemnitee as a consequence of the failure to pay such indemnification within ten business days, including, without limitation, any and all fees, costs, expenses and disbursements of counsel to Indemnitee in writing, such dispute shall be resolved by arbitration in accordance with Section 11.5(b) hereof. ii. Any dispute required to be submitted to arbitration pursuant to this Section 11.5 shall be finally and conclusively determined in accordance connection with the Commercial Arbitration Rules enforcement of the American Arbitration Association (the "RULES OF ARBITRATION") then in effect by the decision of three (3) arbitrators (the "BOARD OF ARBITRATION") selected in accordance with the Rules of Arbitration. The Board of Arbitration shall meet in Charlotte, North Carolina and shall render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to and stating the amount, if any, which the Indemnitor is required to pay to the Indemnitee in respect of the claim made by the Indemnitee. The decision of the Board of Arbitration shall be rendered as soon as practical following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnitee and the Indemnitor. Any decision made by the Board of Arbitration shall be final, binding and conclusive on the Indemnitee and the Indemnitor and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The parties hereto hereby consent to the jurisdiction of the foregoing Board of Arbitration and to the jurisdiction of any local, state or Federal court located in the State of North Carolina for the purpose of enforcing the decision or award of the Board of Arbitration or otherwise. The parties hereto agree that all service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party at the address for such party set forth in this Agreement.