Common use of Payment; Procedure for Indemnification Clause in Contracts

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen (14) days after obtaining Knowledge of the incurrence of any such Indemnifiable Loss, give written notice to the party from whom indemnification under this Article 10 is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 10; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. The Indemnifying Party's objection shall not, in and of itself, relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration Association.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 9 (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she or it shallshall promptly, within fourteen (14) days after obtaining Knowledge of the incurrence of any such Indemnifiable Loss, give written notice to the party from whom indemnification under this Article 10 9 is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 109; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. The Indemnifying Party's objection shall not, in and of itself, relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration Association.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 8 (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she he or it shall, within fourteen (14) days promptly after obtaining Knowledge of the incurrence acquiring actual knowledge of any such Indemnifiable Loss, give written notice to the party from whom indemnification under this Article 10 8 is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to promptly give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 108; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) 10 days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay (in immediately available funds) to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. If the Indemnifying Party fails to object as aforesaid, then the Indemnifying Party shall conclusively be deemed to be obligated to pay the amount of the Indemnifiable Loss to the Indemnified Party within the 10 day period after the Indemnifying Party's receipt of the Indemnity Notice. The Indemnifying Party's objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 108. In If there shall be a dispute as to the event that amount or manner of indemnification under this Article 8, the parties are unable Indemnifying and Indemnified Party shall seek to resolve such dispute through negotiations and, if such dispute is not resolved within 20 days, the subject Indemnified Party may pursue whatever legal remedies may be available for recovery of the Indemnity NoticeDamages claimed from any Indemnifying Party. If any Indemnifying Party fails to pay all or part of any indemnification obligation when due, then such Indemnifying Party shall also be obligated to pay to the issue shall be submitted applicable Indemnified Party interest compounded monthly on the unpaid amount for determination each day during which the obligation remains unpaid at an annual rate equal to a neutral third party designated by the President prime rate of the Philadelphia office of the American Arbitration Associationinterest as reported in The Wall Street Journal from time to time.

Payment; Procedure for Indemnification. (a) In the event that the a Person seeking shall suffer an Indemnifiable Loss and seek indemnification under this Article 10 (the "“Indemnified Party"”) shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen (14) days after obtaining Knowledge of the incurrence of any such Indemnifiable Loss, shall give written notice to (i) the Company and/or the Parent in the case of indemnity sought under Section 12.1, or (ii) Acquiror in the case of indemnity sought under Section 12.2 (the party receiving such notice, the “Noticed Party,” and the party(ies) from whom indemnification under this Article 10 is sought (sought, the "“Indemnifying Party"”) of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Noticed Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "“Indemnity Notice"”). The failure of any Indemnified Party to give the Indemnifying Noticed Party the Indemnity Notice promptly after actual notice of the Indemnifiable Loss shall not release the Indemnifying Party of liability under this Article 10Article; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) 60 days after the receipt by the Indemnifying Noticed Party of the Indemnity Notice, the Indemnifying Noticed Party shall either do one of the following and decide whether or not to raise any objection: (i) provide notice to the Indemnifying Party directing the Indemnifying Party to pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Noticed Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Noticed Party to so object shall preclude the Indemnifying Noticed Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's ’s failure to pay any Indemnifiable LossLoss that was the subject of such Notice. The Indemnifying Noticed Party's ’s objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration AssociationArticle.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen (14) days after obtaining Knowledge of the incurrence of any such Indemnifiable Loss, give written notice to the party from whom indemnification under this Article 10 is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 10; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. The Indemnifying Party's objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10. In the event event, in and of itself, that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration Association.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 VIII (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen (14) days promptly after obtaining Knowledge of the incurrence acquiring actual knowledge of any such Indemnifiable Loss, give written notice to the party from whom indemnification under this Article 10 VIII is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to promptly give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 10; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or VIII unless the failure to deliver, the Indemnity Noticegive such notice materially and adversely prejudices such Indemnifying Party. Within thirty ten (3010) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay (in immediately available funds) to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. If the Indemnifying Party fails to object as aforesaid, then the Indemnifying Party shall conclusively be deemed to be obligated to pay the amount of the Indemnifiable Loss to the Indemnified Party within the ten (10) day period after the Indemnifying Party's receipt of the Indemnity Notice. The Indemnifying Party's objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10VIII. If there shall be a dispute as to the amount or manner of indemnification under this Article VIII, the Indemnifying and Indemnified Party shall seek to resolve such dispute through negotiations and, if such dispute is not resolved within twenty (20) days following the receipt of such written objection notice by the Indemnified Party, the Indemnified Party may pursue whatever legal remedies may be available for recovery of the damages claimed from any Indemnifying Party. If any Indemnifying Party fails to pay all or part of any indemnification obligation when due, then such Indemnifying Party shall also be obligated to pay to the applicable Indemnified Party interest compounded monthly on the unpaid amount for each day during which the obligation remains unpaid at an annual rate equal to the prime rate of interest as reported in The Wall Street Journal from time to time. If the Indemnifying Party disputes its liability for any Indemnifiable Loss asserted by the Indemnified Party, and the Indemnifying Party is the prevailing party in any Proceeding initiated to resolve such dispute, then the Indemnified Party shall promptly pay all of the reasonable attorneys' fees and expenses incurred by the Indemnifying Party in connection with such dispute or such Proceeding. 26 <PAGE> (b) In the event that the parties are unable facts giving rise to resolve the subject claim for indemnification under this Article VIII shall involve any action, claim or demand by any third party against the Indemnified Party, the Indemnified Party, within the earlier of, as applicable, fifteen (15) days after receiving notice of the Indemnity filing of a lawsuit or sixty (60) days after receiving notice of the existence of a claim or demand giving rise to the claim for indemnification, shall send written notice of such claim to the Indemnifying Party (the "Claim Notice"). The failure of the Indemnified Party to give the Indemnifying Party the Claim Notice shall not release the Indemnifying Party of liability under this Article VIII unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall be entitled to defend such claim in the name of the Indemnified Party at the Indemnifying Party's own expense and through counsel (reasonably acceptable to the Indemnified Party) of its own choosing. The Indemnifying Party shall give the Indemnified Party notice in writing within ten (10) days after receiving the Claim Notice from the Indemnified Party in the event of litigation, or otherwise within thirty (30) days, of its intent to do so. The Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through its own counsel, at its own expense, but the Indemnifying Party shall have the right to control the defense of the claim or the litigation. Notwithstanding any other provision contained in this Agreement, the issue shall be submitted for determination to a neutral third party designated by controlling the President defense of the Philadelphia office claim or the litigation shall not settle any such claim or litigation without the written consent of the American Arbitration Association.other party; provided, that if such proposed settlement contains terms that are reasonable under the circumstances, then the other party shall not withhold or delay the giving of such consent. 8.4

Payment; Procedure for Indemnification. (a) In the event that the a Person seeking shall suffer an Indemnifiable Loss and seek indemnification under this Article 10 (the "“Indemnified Party"”) shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen (14) days after obtaining Knowledge of the incurrence of any such Indemnifiable Loss, shall give written notice to the party Owners (the “Noticed Party,” and the party(ies) from whom indemnification under this Article 10 is sought (sought, the "“Indemnifying Party"”) of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Noticed Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "“Indemnity Notice"”). The failure of any Indemnified Party to give the Indemnifying Noticed Party the Indemnity Notice promptly after actual notice of the Indemnifiable Loss shall not release the Indemnifying Party of liability under this Article 10Article; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) 30 days after the receipt by the Indemnifying Noticed Party of the Indemnity Notice, the Indemnifying Noticed Party shall either do one of the following and decide whether or not to raise any objection: (i) provide notice to the Indemnifying Party directing the Indemnifying Party to pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Noticed Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Noticed Party to so object shall preclude the Indemnifying Noticed Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's ’s failure to pay any Indemnifiable LossLoss that was the subject of such Notice. The Indemnifying Noticed Party's ’s objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration AssociationArticle.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 (the "any Indemnified Party") Party shall suffer an Indemnifiable LossLoss that does not involve any Third Party Claim, he, she or it shall, within fourteen (14) days after obtaining Knowledge of the incurrence of any such Indemnifiable Loss, Indemnified Party shall give written notice to the party from whom indemnification under this Article 10 9 is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 109; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. The Indemnifying Party's objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration Association9.

Payment; Procedure for Indemnification. (a) In the event that the a Person seeking indemnification under this Article 10 (the "Indemnified Party") shall suffer an Indemnifiable Loss, Loss and seek indemnification under this ARTICLE VII (the “Indemnified Party”) he, she or it shall, within fourteen (14) days after obtaining Knowledge of the incurrence shall give prompt written notice upon discovering or becoming aware of any such Indemnifiable Lossclaim to (i) the Buyer and Acquisition Sub in the case of indemnity sought under Section 7.3, give written notice to or (ii) Stockholders’ Representative in the case of indemnity sought under Section 7.2 (the party receiving such notice, and the party(ies) from whom indemnification under this Article 10 is sought (sought, the "“Indemnifying Party"”) of the amount of the Indemnifiable Loss, together with reasonably sufficient information in reasonable detail to enable the Indemnifying Party to determine the accuracy accuracy, amount and nature of the claimed Indemnifiable Loss (the "“Indemnity Notice"”). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice promptly after actual notice of the Loss shall not release the Indemnifying Party of liability under this Article 10ARTICLE VII; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. In the event of a dispute concerning the foregoing provisions, the burden of proving that Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice shall be on the Indemnifying Party. Within thirty sixty (3060) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either do one of the following and decide whether or not to raise any objection: (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefortherefore, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's ’s failure to pay any Indemnifiable LossLoss that was the subject of such Notice; provided any such objection by the Indemnifying Party (not otherwise resolved) shall be subject to the arbitration provisions set forth in Section 12.11. The Indemnifying Party's ’s objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration AssociationARTICLE VII.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 8 (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen sixty (1460) days after obtaining Knowledge of the incurrence becoming actually aware of incurring any such Indemnifiable Loss, give written notice to the party Party from whom indemnification under this Article 10 8 is sought (the "Indemnifying Party") of describing in reasonable detail the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable Loss and the Indemnifying Party to determine the accuracy and nature of basis for the claimed Indemnifiable Loss Losses (the "Indemnity Notice"). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 108; provided, however however, that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefortherefor in reasonable detail, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. The Indemnifying Party's objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration Association8.

Payment; Procedure for Indemnification. (a) CLAIM OR LOSS. In the event that the Person seeking indemnification under this Article 10 Section 3.4 (the "Indemnified PartyINDEMNIFIED PARTY") shall suffer an Indemnifiable indemnifiable Claim or Loss, he, she or it shallshall promptly, within fourteen (14) days after obtaining Knowledge knowledge of the incurrence of any such Indemnifiable indemnifiable Claim or Loss, give written a notice of intent to seek indemnity, describing the Claim or Loss in reasonable detail (an "INDEMNITY NOTICE") to the party Shareholders' Representative and, to the extent such Claim or Loss could give rise to a payment from whom indemnification under this Article 10 is sought the Escrow Account, the Instructing Shareholders (as defined in the "Indemnifying Party") Escrow Agreement)(in which case such notice shall be accompanied by a list of the amount last known address of each of the Indemnifiable Loss, together with reasonably sufficient information to enable Spectra Equity Holders on the Indemnifying Party to determine the accuracy Books and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"Records). The failure of any Indemnified Party to give the Indemnifying Party such Persons the Indemnity Notice pursuant to such notification provisions shall not release the Indemnifying Party party from whom indemnification under Section 3.4 is sought (the "INDEMNIFYING PARTY") of liability under this Article 10; providedSection 3.4, however except to the extent that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred Party's ability to defend such Claim or Loss is materially prejudiced by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Noticegive such notice. Within thirty (30) days after the receipt by the Indemnifying Party Shareholders' Representative and the Instructing Shareholders (as defined in the Escrow Agreement) of the Indemnity Notice, the Indemnifying Party Shareholders' Representative, in accordance with the Escrow Agreement and upon receipt of instructions thereunder, shall either (i) direct to the Escrow Agent to pay to the Indemnified Party an amount equal to the Indemnifiable indemnifiable Claim or Loss or (ii) direct to the Shareholders' Representative to object to such claimClaim, in which case the Indemnifying Party Shareholders' Representative shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party Instructing Shareholders to so instruct the Shareholders' Representative to so object shall preclude the Indemnifying Party from asserting any claimClaim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Lossindemnifiable Claim or Loss and the Indemnified Party shall be entitled to have such Claim or Loss resolved pursuant to the dispute resolution provisions of Section 8.4 of this Agreement. The Indemnifying PartyShareholders' Representative's objection shall not, in and of itself, relieve the Indemnifying Party from its obligations under this Article 10Section 3.4 which shall remain subject to Section 3.5(e) hereof. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President dispute resolution provisions of the Philadelphia office Section 8.4 of the American Arbitration Associationthis Agreement.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen (14) days after obtaining Knowledge of the incurrence of any such Indemnifiable Loss, give written notice to the party from whom indemnification under this Article 10 is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 10; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. The Indemnifying Party's objection shall not, in and of itself, relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration Association.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen (14) days after obtaining Knowledge of the incurrence of any such Indemnifiable Loss, give written notice to the party from whom indemnification under this Article 10 is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 10; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. The Indemnifying Party's objection shall notshall, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration Association.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 VIII (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen (14) days promptly after obtaining Knowledge of the incurrence acquiring actual knowledge of any such Indemnifiable Loss, give written notice to the party from whom indemnification under this Article 10 VIII is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to promptly give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 10; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or VIII unless the failure to deliver, the Indemnity Noticegive such notice materially and adversely prejudices such Indemnifying Party. Within thirty ten (3010) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay (in immediately available funds) to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. If the Indemnifying Party fails to object as aforesaid, then the Indemnifying Party shall conclusively be deemed to be obligated to pay the amount of the Indemnifiable Loss to the Indemnified Party within the ten (10) day period after the Indemnifying Party's receipt of the Indemnity Notice. The Indemnifying Party's objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10VIII. In If there shall be a dispute as to the event that amount or manner of indemnification under this Article VIII, the parties are unable Indemnifying and Indemnified Party shall seek to resolve such dispute through negotiations and, if such dispute is not resolved within twenty (20) days following the subject receipt of such written objection notice by the Indemnified Party, the Indemnified Party may pursue whatever legal remedies may be available for recovery of the Indemnity Noticedamages claimed from any Indemnifying Party. If any Indemnifying Party fails to pay all or part of any indemnification obligation when due, then such Indemnifying Party shall also be obligated to pay to the issue shall be submitted applicable Indemnified Party interest compounded monthly on the unpaid amount for determination each day during which the obligation remains unpaid at an annual rate equal to a neutral third party designated the prime rate of interest as reported in The Wall Street Journal from time to time. If the Indemnifying Party disputes its liability for any Indemnifiable Loss asserted by the President Indemnified Party, and the Indemnifying Party is the prevailing party in any Proceeding initiated to resolve such dispute, then the Indemnified Party shall promptly pay all of the Philadelphia office of reasonable attorneys' fees and expenses incurred by the American Arbitration AssociationIndemnifying Party in connection with such dispute or such Proceeding.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 (the "any Indemnified Party") Party shall suffer an Indemnifiable LossLoss that does not involve any Third Party Claim, he, she or it shall, within fourteen (14) days after obtaining Knowledge of the incurrence of any such Indemnifiable Loss, Indemnified Party shall give written notice to the party from whom indemnification under this Article 10 9 is sought (the "“Indemnifying Party"”) of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "“Indemnity Notice"”). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 109; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's ’s failure to pay any Indemnifiable Loss. The Indemnifying Party's ’s objection shall not, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office of the American Arbitration Association9.

Payment; Procedure for Indemnification. (a) 7.4.1. Claim or Loss. In the event that the Person party seeking indemnification under this Article 10 7 (the "Indemnified Party") shall suffer an Indemnifiable a Claim or Loss, heit shall promptly, she or it shall, within fourteen (14) days after obtaining Knowledge knowledge of the incurrence of any such Indemnifiable indemnifiable Claim or Loss, give written a notice of intent to seek indemnity, describing the Claim or Loss in reasonable detail (an "Indemnity Notice") to the party from whom indemnification under this Article 10 7 is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 10; provided7, however except (a) to the extent that the Indemnifying Party's ability to defend such Claim is materially prejudiced by the failure to give such notice, (b) that the Indemnifying Party shall not be liable for Indemnifiable Claims or Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity NoticeNotice and (c) the Indemnified Party shall be responsible for any legal fees and expenses incurred in connection with opening a default judgment in connection with the Claim or Loss that was incurred as a direct result of the failure to so notify. For the purposes of the foregoing sentence, if a default judgment in connection with a Claim or Loss is not opened by the court, then the Indemnifying Party shall have been deemed to be materially prejudiced. Within thirty fifteen (3015) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable indemnifiable Claim or Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable indemnifiable Claim or Loss. The Indemnifying Party's objection shall not, in and of itself, relieve the Indemnifying Party from its obligations under this Article 107. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President court of the Philadelphia office of the American Arbitration Associationcompetent jurisdiction for resolution as set forth in this Agreement.

Payment; Procedure for Indemnification. (a) In the event that the Person seeking indemnification under this Article 10 (the "Indemnified Party") shall suffer an Indemnifiable Loss, he, she or it shall, within fourteen (14) days after obtaining Knowledge knowledge of the incurrence of any such Indemnifiable Loss, give written notice to the party from whom indemnification under this Article 10 is sought (the "Indemnifying Party") of the amount of the Indemnifiable Loss, together with reasonably sufficient information to enable the Indemnifying Party to determine the accuracy and nature of the claimed Indemnifiable Loss (the "Indemnity Notice"). The failure of any Indemnified Party to give the Indemnifying Party the Indemnity Notice shall not release the Indemnifying Party of liability under this Article 10; provided, however that the Indemnifying Party shall not be liable for Indemnifiable Losses incurred by the Indemnified Party that would not have been incurred but for the delay in the delivery of, or the failure to deliver, the Indemnity Notice. Within thirty (30) days after the receipt by the Indemnifying Party of the Indemnity Notice, the Indemnifying Party shall either (i) pay to the Indemnified Party an amount equal to the Indemnifiable Loss or (ii) object to such claim, in which case the Indemnifying Party shall give written notice to the Indemnified Party of such objection together with the reasons therefor, it being understood that the failure of the Indemnifying Party to so object shall preclude the Indemnifying Party from asserting any claim, defense or counterclaim relating to the Indemnifying Party's failure to pay any Indemnifiable Loss. The Indemnifying Party's objection shall notshall, in and of itself, not relieve the Indemnifying Party from its obligations under this Article 10. In the event that the parties are unable to resolve the subject of the Indemnity Notice, the issue shall be submitted for determination to a neutral third party designated by the President of the Philadelphia office Office of the American Arbitration Association.