Common use of Procedure for Claims between Parties Clause in Contracts

Procedure for Claims between Parties. If a claim for Losses is to be made by an Indemnified Party, the Indemnified Party shall give written notice (a "Claim Notice") to the Indemnifying Party, as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 below. Any failure to submit any such Claim Notice in a timely manner to the Indemnifying Party shall not relieve such Indemnifying Party of any liability hereunder, except to the extent that such Indemnifying Party is actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (a) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Party, within fifteen (15) days after receipt of the Claim Notice (the "Notice Period"), Sellers do not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to the principal amounts of the 36 Month Notes. In the event, however, that Sellers contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Period, then the parties shall act in good faith to reach agreement regarding such claim.

Procedure for Claims between Parties. If a claim for Losses is to be made by a Person entitled to indemnification hereunder (an “Indemnified Party”), the Indemnified Party shall give written notice (a "“Claim Notice"”) to the party required to provide such indemnification (the “Indemnifying Party, ”) as soon as practicable (and in any event within five (5) business days) after the Indemnified Party becomes aware of any that a particular fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in with respect to Losses related to Taxes (which shall be governed by Section 7.7 7.8 below). Any failure to submit any such Claim Notice in a timely manner to the Indemnifying Party shall not relieve such the Indemnifying Party of any liability hereunder, except to the extent that such (and only to the extent) the Indemnifying Party is actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (ai) the specific representation, warranty or covenant alleged to have been breached, (bii) the nature and amount of the claim asserted, together with sufficient facts relating thereto thereto, to the extent known by the Indemnified Party, so that the Indemnifying Party may reasonably evaluate such claim claim, and (ciii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Indemnifying Party, within fifteen twenty (1520) business days after receipt of the Claim Notice (the "“Notice Period"”), Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties parties announcing their its intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent Indemnifying Party shall, within five ten (510) business days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to the principal amounts of the 36 Month NotesNotice. In the event, however, that Sellers the Indemnifying Party or parties contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties are unable to reach agreement regarding any such claim, the resolution of such claim shall be determined in a court proceeding conducted in accordance with the procedures set forth in Section 9.7(b).

Procedure for Claims between Parties. If a claim Claim for Losses is to be made by a Person entitled to indemnification hereunder (an Indemnified Party“Indemnitee”), the Indemnified Party Indemnitee shall give written notice (a "Claim “Notice"”) to the Indemnifying Party, party from whom indemnification is to be sought hereunder (the “Indemnitor”) as soon as practicable after the Indemnified Party Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 belowVIII. Any failure to submit provide any such Claim Notice in a timely manner to the Indemnifying Party Indemnitor shall not relieve such Indemnifying Party the Indemnitor of any liability hereunder, except to the extent that such Indemnifying Party (and only to the extent) the Indemnitor is actually materially prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (a) the specific representation, and warranty or covenant alleged to have been breachedbreached or other basis for indemnification, (b) the nature and amount of the claim Claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party Indemnitor may reasonably evaluate such claim Claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party Indemnitee believes it is entitled in connection with the claimClaim. If in the case of a claim submitted by a Purchaser Indemnified PartyIndemnitor, within fifteen twenty (1520) days Business Days after receipt of the Claim Notice (the "Notice Period")Notice, Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their Indemnitee stating its intent to contest such claimClaim, the claim Claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim; provided, however, if Claim shall be deemed a valid Claim. If the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to the principal amounts of the 36 Month Notes. In the event, however, that Sellers Indemnitor shall contest the assertion of a claim Claim by giving such written notice to the Purchaser Indemnified Party Indemnitee within the Notice Periodsuch 20-Business Day period, then such dispute will be resolved in accordance with the parties shall act terms, conditions, rules and procedures set forth in good faith to reach agreement regarding such claimSection 12.20 of the JV Agreement.

Procedure for Claims between Parties. Except as provided in Section 6.8(d) with respect to Tax Contests: (a) If a claim for Losses Damages is to be made by an a Parent Indemnified PartyParty entitled to indemnification hereunder, Parent shall be the only party entitled to give Notice to the Securityholders' Representative and shall give such Notice to the Securityholders' Representative and, during the Indemnification Escrow Period, the Indemnified Party shall give written notice (a "Claim Notice") to the Indemnifying Party, Escrow Agent as soon as reasonably practicable after the Indemnified Party Parent becomes aware of any that a fact, condition or event has occurred or exists which may give rise to Losses Damages for which indemnification by a Parent Indemnified Party may be sought under this Article VII8 (a "Notice"). If a claim for Damages is to be made by a Company Indemnified Party entitled to indemnification hereunder, other than Tax Claims the Securityholders' Representative shall be the only party entitled to give Notice to Parent, and shall give such Notice to Parent as provided soon as reasonably practicable after the Securityholders' Representative becomes aware that a fact, condition or event has occurred or exists which may give rise to Damages for which indemnification by a Company Indemnified Party may be sought under this Article 8. In each case, the Notice shall (i) describe in Section 7.7 belowreasonable detail the facts and circumstances known to the Indemnified Party that gave rise to such indemnification claim, and the amount or, if the amount cannot then be reasonably determined, good faith estimate of the amount arising therefrom and (ii) provide for a demand of payment of the amount or, if the amount cannot then be reasonably determined, a good faith estimate of the amount arising from such claim for Damages. Any failure to submit any such Claim delay in submitting a Notice in a timely manner to the Indemnifying Party Securityholders' Representative or Parent, as applicable, shall not relieve such any Indemnifying Party of any liability hereunder, except to the extent that such the Indemnifying Party is actually was prejudiced by such failure. Notwithstanding anything delay; provided that Parent and the Securityholders' Representative shall only be entitled to submit a Notice with respect to a breach, or alleged breach, of a representation or warranty contained in this Agreement or any exhibit, schedule, certificate (including the Company Disclosure Letter) or agreement delivered by the Company or by Parent or Merger Sub, respectively, pursuant hereto on or before the expiration of the applicable survival period with respect to such representation and warranty provided in Section 7.5 8.1(b). (b) If the Securityholders' Representative does not object in writing within the twenty (20) calendar day period after delivery by Parent of the Notice, such failure to so object shall be an irrevocable acknowledgment by the Securityholders' Representative on behalf of the Company Indemnifying Parties that the Parent Indemnified Parties identified in the Notice are entitled to the contrary, any full amount of the claim for indemnification hereunder Damages set forth in such Notice. If Parent does not object in writing within the twenty (20) calendar day period after delivery by the Securityholders' Representative of the Notice, such failure to so object shall be an irrevocable acknowledgement by Parent that is not asserted the Company Indemnified Parties identified in the Notice are entitled to the full amount of the claim for Damages set forth in such Notice. (c) For a period of twenty (20) calendar days after receipt of a Notice from Parent, the Escrow Agent shall make no delivery to the Parent Indemnified Parties identified in the Notice of any Indemnification Escrow Amount (other than the amount of any Damages agreed to by notice given the Securityholders' Representative as herein provided below) unless the Escrow Agent shall have received written authorization from the Securityholders' Representative to make such delivery. After the expiration of such twenty (20) calendar day period, the Escrow Agent shall make delivery of cash from the Indemnification Escrow Fund equal to the amount of Damages claimed in the Notice; provided that specifically identifies no such payment may be made if the Securityholders' Representative shall object in a particular breach written statement to the claim made in the Notice (an "Objection Notice"), and such Objection Notice shall have been delivered to the underlying facts Escrow Agent prior to the expiration of such twenty (20) calendar day period. The Securityholders' Representative shall, however, authorize the Escrow Agent to deliver cash from the Indemnification Escrow Fund equal to the amount of Damages claimed in any Notice to the extent the Securityholders' Representative does not dispute the amount of such Damages. After receipt of a Notice from the Securityholders' Representative, Parent shall deliver cash equal to the amount of Damages claimed in any Notice to the extent Parent does not dispute the amount of such Damages. After the expiration of twenty (20) calendar days after receipt of a Notice from the Securityholders' Representative, Parent shall make delivery of cash equal to the amount of Damages claimed in the Notice; provided that no such payment shall be made if Parent shall object in a written statement to the claim made in the Notice (a "Parent Objection Notice"), and Losses relating thereto during such Parent Objection Notice shall have been delivered to the Securityholders' Representative prior to the expiration of such twenty (20) calendar day period. (d) If Parent shall deliver a Notice within the applicable time period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (a8.1(b) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case respect of a claim submitted by a Purchaser Indemnified Partyarising out of or resulting from fraud, within fifteen (15) days after receipt willful breach hereof or the Company's breach of the Claim Notice (the "Notice Period"), Sellers do not give written notice to the Purchaser Indemnified Party representations or Purchaser Indemnified Parties announcing their intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses warranties set forth in Section 3.4 or Section 3.5 and the Claim Notice which amount has not been paid pursuant remaining in the Indemnification Escrow Fund is insufficient to an adjustment reimburse the Parent Indemnified Parties for Damages arising out of or resulting therefrom, the Company Indemnifying Parties shall promptly pay, subject to the principal amounts of the 36 Month Notes. In the eventSection 8.2(c)(ii), howeverSection 8.2(c)(iii), that Sellers contest the assertion of a claim by giving Section 8.3(c) and Section 8.5, any amount set forth in such written notice to the Purchaser Indemnified Party within the Notice Period, then the parties shall act in good faith to reach agreement regarding such claimNotice.

Procedure for Claims between Parties. If a claim for Losses is to be made by a Person entitled to indemnification hereunder (an “Indemnified Party”), the Indemnified Party shall give written notice (a "“Claim Notice") ”), in the case of claims pursuant to Section 9.2, to the Seller, and in the case of claims pursuant to Section 9.3, to Buyers (each Person so notified being referred to as the “Indemnifying Party, ”) as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 belowIX. Any failure to submit provide any such Claim Notice in a timely manner to the Indemnifying Party shall not relieve such the Indemnifying Party of any liability hereunder, except to the extent that such (and only to the extent) the Indemnifying Party is actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (ai) the specific representation, warranty warranty, covenant or covenant agreement alleged to have been breached, (bii) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (ciii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Indemnifying Party, within fifteen ten (1510) days Business Days after receipt of the Claim Notice (the "Notice Period")Notice, Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their stating its intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim shall be deemed a valid claim; provided, however, if and the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent Indemnifying Party shall, within five ten (510) days Business Days after expiration of the Notice Periodprior notice period, deliver to the Purchaser Indemnified Party the amount of the Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment with respect to the principal amounts claim, unless such claim is contingent or the amount not liquid, in which event the Indemnifying Party shall deliver such amount upon the Losses of such claim being determinable. If the 36 Month Notes. In the event, however, that Sellers Indemnifying Party shall contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Periodsuch period (a “Dispute Notice”), then the parties Parties shall act in good faith to reach agreement regarding such claim.

Procedure for Claims between Parties. If a claim for Losses is to be made by an a Corporation Indemnified PartyPerson entitled to indemnification hereunder, the Indemnified Party Corporation shall be the only party entitled to give notice to the Representative and shall give written such notice (a "Claim Notice") to the Indemnifying Party, Representative as soon as reasonably practicable after the Indemnified Party Corporation becomes aware of any that a fact, condition or event has occurred or exists which may give rise to Losses for which indemnification by a Corporation Indemnified Person may be sought under this Article VII10 (a “Claim Notice”). If a claim for Losses is to be made by a Greensteam Indemnified Person entitled to indemnification hereunder, other than Tax Claims as provided in Section 7.7 below. Any failure the Representative shall be the only party entitled to submit any give a Claim Notice to the Corporation, and shall give such Claim Notice in a timely manner to the Indemnifying Party Corporation as soon as reasonably practicable after the Representative becomes aware that a fact, condition or event has occurred or exists which may give rise to Losses for which indemnification by a Greensteam Indemnified Person may be sought under this Article 10. In each case, the Claim Notice shall consist of a certificate signed by an officer of the Corporation (a “Corporation Indemnification Certificate”) or a signed certificate by the Representative (a “Greensteam Indemnification Certificate”), as applicable, that shall (i) describe in reasonable detail the facts and circumstances known to the Indemnified Person that gave rise to such indemnification claim and the amount arising therefrom and provide for a demand of payment of the amount. Any delay in submitting a Notice to the Representative or the Corporation, as applicable, shall not relieve such any Indemnifying Party Person of any liability hereunder, except to the extent that such the Indemnifying Party is actually Person was prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 delay; provided that the Corporation and the Representative shall only be entitled to submit a Claim Notice prior to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (a) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Party, within fifteen (15) days after receipt of the Claim Notice (the "Notice Period"), Sellers do not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to the principal amounts of the 36 Month Notes. In the event, however, that Sellers contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Period, then the parties shall act in good faith to reach agreement regarding such claimIndemnity Termination Date.

Procedure for Claims between Parties. If a claim for Losses Damages is to be made by a Person entitled to indemnification hereunder (an Indemnified Party"INDEMNIFIED PARTY"), the Indemnified Party shall give written notice (a "Claim NoticeCLAIM NOTICE") to the Indemnifying Party, Party required to provide such indemnification (the "INDEMNIFYING PARTY") as soon as practicable (and in any event within five (5) business days) after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII8, other than Tax Claims as provided in Section 7.7 8.9 below. Any failure to submit any such Claim Notice notice of claim in a timely manner to the Indemnifying Party shall not relieve such the Indemnifying Party of any liability hereunder, except to the extent that such the Indemnifying Party is actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (ai) the specific representation, warranty or covenant alleged to have been breached, (bii) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (ciii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Indemnifying Party, within fifteen twenty (1520) business days after receipt of the Claim Notice (the "Notice Period")Notice, Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties parties announcing their its intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim shall be deemed a valid claim; provided, however, if and the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent Indemnifying Party shall, within five ten (510) business days after expiration of the Notice Periodprior notice period, deliver to the Purchaser Indemnified Party the amount of the Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment with respect to the principal amounts of the 36 Month Notesclaim. In the event, however, that Sellers the Indemnifying Party or parties contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Periodsaid period, then the parties shall act in good faith to reach agreement regarding such claim.. Notwithstanding the foregoing, however, (a) Purchaser and its Affiliates shall not be required to deliver any Claim Notice or any notice pursuant to Section 8.5, and Parent shall not be entitled to contest its indemnification liability, in respect of the Excluded Claims, and (b) Parent and its Affiliates shall not be required to deliver any Claim Notice or any notice pursuant to Section 8.5, and Purchaser shall not be entitled to contest its indemnification liability, in respect of the matter disclosed on Exhibit C.

Procedure for Claims between Parties. If a claim for Losses is to be made by an Any Buyer Indemnified Party or Company Indemnified Party (in either case, the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 8.1 above, give to the party obligated to provide indemnification to such Indemnified Party shall give (the “Indemnitor”) a written notice (a "“Claim Notice"”) to describing in reasonable detail the Indemnifying Party, as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give facts giving rise to Losses any claims for which indemnification may be sought under this Article VII, other than Tax Claims as provided hereunder and shall include in Section 7.7 below. Any failure to submit any such Claim Notice in (if then known) the amount or the method of computation of the amount of such claim, and a timely manner reference to the Indemnifying Party provision of this Agreement or any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further, that failure to give such notice shall not relieve such Indemnifying Party the Indemnitor of any liability hereunder, its obligations hereunder except to the extent that such Indemnifying Party is actually it shall have been prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (a) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in In the case of a claim submitted by a Purchaser Buyer Indemnified Party, within fifteen the Claim Notice shall be delivered to the Shareholder Representative. The Indemnitor shall have ninety (1590) days after receipt the giving of the any Claim Notice pursuant hereto to (the "Notice Period"), Sellers do not give written notice i) agree to the Purchaser Indemnified Party amount or Purchaser Indemnified Parties announcing their intent to contest such claim, the claim shall be deemed accepted and the principal amounts method of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses determination set forth in the Claim Notice which and to pay such amount has not been paid pursuant to an adjustment such Indemnified Party or (ii) to provide such Indemnified Party with notice that it disagrees with the principal amounts amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). Within thirty (30) days after the giving of the 36 Month NotesDispute Notice, a representative of Indemnitor and such Indemnified Party shall negotiate in a bona fide attempt to resolve the matter. In the eventevent that the controversy is not resolved within thirty (30) days of the giving of the Dispute Notice, however, that Sellers contest either party may commence an action in accordance with the assertion provisions of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Period, then the parties shall act in good faith to reach agreement regarding such claimSection 9.6.

Procedure for Claims between Parties. If a claim for Losses is to be made by an Any xxxx.xxx Indemnified Party ------------------------------------ (the "Indemnified Party") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 8.1 above, give to the party obligated to provide indemnification to such Indemnified Party shall give written (the "Indemnitor") a notice (a "Claim Notice") to describing in reasonable detail the Indemnifying Party, as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give facts giving rise to Losses any claims for which indemnification may be sought under this Article VII, other than Tax Claims as provided hereunder and shall include in Section 7.7 below. Any failure to submit any such Claim Notice in (if then known) the amount or the method of computation of the amount of such claim, and a timely manner reference to the Indemnifying Party provision of this Agreement or any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further, that failure to give such notice shall not relieve such Indemnifying Party the Indemnitor of any liability hereunder, its obligations hereunder except to the extent that such Indemnifying Party is actually it shall have been prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 The Indemnitor shall have fifteen days after the giving of any Claim Notice pursuant hereto to (i) agree to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period amount or method of survival as determination set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall and to pay such amount to such Indemnified Party or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth (a) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Party, within fifteen (15) days after receipt of the Claim Notice (the "Notice PeriodDispute Notice"). Within fifteen days after the giving of the Dispute Notice, Sellers do not give written notice to the Purchaser a representative of Indemnitor and such Indemnified Party or Purchaser Indemnified Parties announcing their intent shall negotiate in a bona fide attempt to contest such claim, resolve the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to the principal amounts of the 36 Month Notesmatter. In the event, however, event that Sellers contest the assertion controversy is not resolved within fifteen days of a claim by the giving such written notice to of the Purchaser Indemnified Party within the Notice PeriodDispute Notice, then either party may submit the parties shall act resolution of the claims to expedited binding arbitration as provided in good faith to reach agreement regarding such claimSection 9.6.

Procedure for Claims between Parties. If a claim for Losses Damages (a “Parent Indemnity Claim”), other than Third-Party Claims under Section 9.4 below, is to be made by an Indemnified Party, the a Parent Indemnified Party entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and the total monetary damages (estimated, if necessary) sought (each, a "Claim “Notice"”) to the Indemnifying Party, Company Stockholder Representative and the Escrow Agent as soon as practicable after the such Parent Indemnified Party becomes aware of any fact, condition or event which may give gives rise to Losses Damages for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 belowIX. The Notice may be amended on one or more occasions with respect to the amount of the total monetary Damages sought at any time prior to final resolution of the obligation to indemnify. Any failure to submit any such Claim Notice in a timely manner notice of claim to the Indemnifying Party Company Stockholder Representative shall not relieve such any Indemnifying Party of any liability hereunder, except to the extent that such the Company Stockholder Representative demonstrates that an Indemnifying Party is was actually and materially prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (a) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Party, within fifteen (15) days after receipt of the Claim Notice (the "Notice Period"), Sellers do not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their intent to contest such claim, the claim The Company Stockholder Representative shall be deemed to have accepted the Notice and the principal amounts of the 36 Month Notes Company Stockholders shall be automatically reduceddeemed to have agreed to pay the Damages at issue, pro rataand the parties shall promptly instruct the Escrow Agent to disburse funds from the General Escrow Fund, by the in an amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the LossesDamages, Parent shall, within five (5) days after expiration if the Company Stockholder Representative does not send a notice of the Notice Period, deliver disagreement to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to the principal amounts of the 36 Month Notes. In the event, however, that Sellers contest the assertion of a claim by giving such written notice to the Purchaser Parent Indemnified Party within thirty (30) calendar days after receiving the Notice Period, then the parties shall act in good faith pursuant to reach agreement regarding such claimthis Section 9.3.

Procedure for Claims between Parties. If a claim for Losses is to be made by a Person entitled to indemnification hereunder (an "Indemnified Party"), the Indemnified Party shall give written notice (a "Claim Notice") ), in the case of claims pursuant to Section 6.2 and Section 7.1, to the Company Stockholder Representative, and in the case of claims pursuant to Section 6.3, to Purchaser (each Person so notified being referred to as the "Indemnifying Party, as soon as practicable ") promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 below6 or Article 7. Any failure to submit provide any such Claim Notice in a timely manner to the Indemnifying Party shall not relieve such the Indemnifying Party of any liability hereunder, except to the extent that such the Indemnifying Party is actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth forth: (ai) the specific representation, warranty warranty, covenant or covenant agreement alleged to have been breached, ; (bii) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim claim; and (ciii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Indemnifying Party, within fifteen twenty (1520) business days after receipt of the Claim Notice (the "Notice Period")Notice, Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their stating its intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim shall be deemed a valid claim; provided, however, if and the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent Indemnifying Party shall, within five ten (510) business days after expiration of the Notice Periodprior notice period, deliver to the Purchaser Indemnified Party the amount of the Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment with respect to the principal amounts of claim. If the 36 Month Notes. In the event, however, that Sellers Indemnifying Party shall contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Periodsuch period (a "Dispute Notice"), then the parties Parties shall act in good faith to reach agreement regarding such claim.

Procedure for Claims between Parties. If a claim for Losses is to be made by a Person entitled to indemnification hereunder (an “Indemnified Party”), the Indemnified Party shall give written notice (a "“Claim Notice") ”), in the case of claims pursuant to Section 9.2, to the Sellers’ Representative, and in the case of claims pursuant to Section 9.3, to Purchaser (each Person so notified being referred to as the “Indemnifying Party, ”) as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 belowIX. Any failure to submit provide any such Claim Notice in a timely manner to the Indemnifying Party shall not relieve such the Indemnifying Party of any liability hereunder, except to the extent that such (and only to the extent) the Indemnifying Party is actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (ai) the specific representation, warranty warranty, covenant or covenant agreement alleged to have been breached, (bii) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (ciii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Indemnifying Party, within fifteen ten (1510) days Business Days after receipt of the Claim Notice (the "Notice Period")Notice, Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their stating its intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim shall be deemed a valid claim; provided, however, if and the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent Indemnifying Party shall, within five ten (510) days Business Days after expiration of the Notice Periodprior notice period, deliver to the Purchaser Indemnified Party the amount of the Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment with respect to the principal amounts claim, unless such claim is contingent or the amount not liquid, in which event the Indemnifying Party shall deliver such amount upon the Losses of such claim being determinable. If the 36 Month Notes. In the event, however, that Sellers Indemnifying Party shall contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Periodsuch period (a “Dispute Notice”), then the parties Parties shall act in good faith to reach agreement regarding such claim.

Procedure for Claims between Parties. (a) If a claim for Losses Damages is to be made by an Indemnified PartyParty entitled to indemnification hereunder, Parent or the Seller Representative, as applicable, shall give such Notice to the Seller Representative or Parent, as applicable and, during the term of the Escrow Agreement, the Indemnified Party shall give written notice (a "Claim Notice") to the Indemnifying Party, Escrow Agent as soon as reasonably practicable after Parent or the Indemnified Party Seller Representative, as applicable becomes aware of any that a fact, condition or event has occurred or exists which may give rise to Losses Damages for which indemnification by an Indemnified Party may be sought under this Article VIIXII (a “Notice”). In each case, other than Tax Claims as provided the Notice shall (i) describe in Section 7.7 belowreasonable detail the facts and circumstances known to the Indemnified Party that gave rise to such indemnification claim, and the amount or, if the amount cannot then be reasonably determined, good faith estimate of the amount arising therefrom and (ii) provide for a demand of payment of the amount or, if the amount cannot then be reasonably determined, a good faith estimate of the amount arising from such claim for Damages. Any failure to submit any such Claim delay in submitting a Notice in a timely manner to the Indemnifying Party Seller Representative or Parent, as applicable, shall not relieve such any Indemnifying Party of any liability hereunder, except to the extent that such the Indemnifying Party is actually was prejudiced by such failure. Notwithstanding anything contained delay. (b) If the Seller Representative does not object in this Section 7.5 writing within the thirty (30) calendar day period after delivery by Parent of a Notice, such failure to so object shall be an irrevocable acknowledgment by the Seller Representative on behalf of the Company Indemnifying Parties that the Parent Indemnified Parties identified in the Notice are entitled to the contrary, any full amount of the claim for indemnification hereunder Damages set forth in such Notice. If Parent does not object in writing within the fifteen (15) calendar day period after delivery by the Seller Representative of the Notice, such failure to so object shall be an irrevocable acknowledgement by Parent that is not asserted the Company Indemnified Parties identified in the Notice are entitled to the full amount of the claim for Damages set forth in such Notice. (c) For a period of thirty (30) calendar days after receipt of a Notice from Parent, the Escrow Agent shall make no delivery to the Parent Indemnified Parties identified in the Notice of any amount from the Escrow (other than the amount of any Damages agreed to by notice given the Seller Representative as herein provided below) unless the Escrow Agent shall have received written authorization from the Seller Representative to make such delivery. After the expiration of such thirty (30) calendar day period, the Escrow Agent shall make delivery of cash from the Escrow equal to the amount of Damages claimed in the Notice; provided that specifically identifies no such payment may be made if the Seller Representative shall object in a particular breach written statement to the claim made in the Notice (an “Objection Notice”), and such Objection Notice shall have been delivered to the underlying facts Escrow Agent prior to the expiration of such thirty (30) calendar day period. The Seller Representative shall, however, authorize the Escrow Agent to deliver cash from the Escrow equal to the amount of Damages claimed in any Notice to the extent the Seller Representative does not dispute the amount of such Damages. (d) After the expiration of fifteen (15) calendar days after receipt of a Notice from the Seller Representative, Parent shall make delivery of cash equal to the amount of Damages claimed in the Notice; provided that no such payment shall be made if Parent shall object in a written statement to the claim made in the Notice (a “Parent Objection Notice”), and Losses relating thereto during such Parent Objection Notice shall have been delivered to the Seller Representative prior to the expiration of such fifteen (15) calendar day period. (e) If Parent shall deliver a Notice within the applicable time period of survival as set forth in Section 7.1 may not 12.3(b) and Parent owes any portion of the (i) Contingent Purchase Price Payment required to be pursued and is hereby irrevocably waived upon and after paid by Parent to the expiration of such period of survival. Each Claim Notice shall set forth (a) the specific representation, warranty or covenant alleged Company Shareholders pursuant to have been breachedthis Agreement, (bii) the nature and amount of the claim asserted, together payments owed to X. Xxxxxx with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Party, within fifteen (15) days after receipt of the Claim Notice (the "Notice Period"), Sellers do not give written notice respect to the Purchaser Indemnified Party MT Purchase Agreement or Purchaser Indemnified (iii) indemnification payments required to be paid by the Parent Indemnifying Parties announcing their intent pursuant to contest such claimArticle XII hereof, the claim Parent shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by entitled to set-off the amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment the terms of Section 3.5 hereof against amounts owed pursuant to clauses (i), (ii) and (iii), in that order. (f) To the principal amounts extent that the provisions of Section 9.2 conflict with the 36 Month Notes. In provisions of this Section 12.3, the event, however, that Sellers contest the assertion provisions of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Period, then the parties Section 9.2 shall act in good faith to reach agreement regarding such claimcontrol.

Procedure for Claims between Parties. If a claim for Losses is to be made by a Person entitled to indemnification hereunder (an “Indemnified Party”), the Indemnified Party shall give written notice stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, Losses and describing the claim (a "“Claim Notice") ”), in the case of claims pursuant to Section 7.02, to the Member Representative, and in the case of claims pursuant to Section 7.03, to Parent (each Person so notified being referred to as the “Indemnifying Party”). If the Indemnifying Party, as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 below. Any failure to submit any such Claim Notice in a timely manner to the Indemnifying Party shall not relieve such Indemnifying Party of any liability hereunder, except to the extent that such Indemnifying Party is actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth within thirty (a30) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Party, within fifteen (15) days Business Days after receipt of the Claim Notice (the "Notice Period")Notice, Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their stating its intent to contest such claim, the claim shall be deemed accepted accepted, final and the principal amounts of the 36 Month Notes shall be automatically reducedbinding, pro rata, by and the amount of the claim shall be deemed a valid claim; provided, however, if and the then current principal amounts Indemnified Party shall be entitled to receive the amount of the 36 Month Notes are not sufficient Losses with respect to pay the Lossesclaim (but, Parent shallsubject to the limitations set forth in this ARTICLE VII), within provided that the Indemnified Party has delivered a second Claim Notice with respect to the same claim at least five (5) days after expiration Business Days but not more than ten (10) Business Days before the end of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to response period. If the principal amounts of the 36 Month Notes. In the event, however, that Sellers contest Indemnifying Party contests the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Periodsuch thirty (30) Business Day period (a “Dispute Notice”), then the parties Indemnifying Party and the Indemnified Party shall act in good faith for thirty (30) days to reach an agreement regarding such claim.dispute. If the Indemnifying Party and the Indemnified Party reach an agreement with respect to such dispute, a memorandum setting forth such agreement shall be prepared and signed by the Indemnifying Party and

Procedure for Claims between Parties. (a) If a claim (a “Claim”) for Losses is to be made by a Corning Indemnified Party or an SDC Indemnified Party (any such party, an “Indemnified Party”) entitled to indemnification hereunder, the Indemnified Party such party shall give written notice briefly describing the claim and, to the extent then ascertainable, the monetary damages sought (each, a "Claim “Notice"”) to the other party (the “Indemnifying Party, ”) as soon as reasonably practicable after the such Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 below9. Any failure to submit any such Claim Notice in a timely manner notice of claim to the Indemnifying Party shall not relieve such the Indemnifying Party of any liability Liability hereunder, except to the extent that such the Indemnifying Party is was actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 With respect to any indemnification sought by an Indemnified Party from the contraryIndemnifying Party that does not involve a Third Party Claim, any claim for indemnification hereunder that is if the Indemnifying Party does not asserted by notice given as herein provided that specifically identifies a particular breach and notify the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth Indemnified Party within forty-five (a45) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount days from its receipt of the claim asserted, together with sufficient facts relating thereto so Notice that the Indemnifying Party may reasonably evaluate disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (cb) If the Indemnifying Party has disputed a calculation or good faith estimateclaim for indemnification hereunder, if such can be reasonably calculated, of the aggregate Losses to which Indemnifying Party and the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Party, within fifteen (15) days after receipt of the Claim Notice (the "Notice Period"), Sellers do not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to the principal amounts of the 36 Month Notes. In the event, however, that Sellers contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Period, then the parties shall act proceed in good faith to reach agreement regarding negotiate a resolution to such claimdispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in forty-five (45) days after delivery of the Dispute Notice, such dispute shall be resolved pursuant to the terms of Section 11.10.

Procedure for Claims between Parties. (a) If a claim for Losses Damages is to be made by an Indemnified Party, the a Buyer Indemnified Party entitled to indemnification hereunder, Buyer shall give written notice (a "Claim “Notice"”) to the Indemnifying PartySellers’ Representative and, if applicable, the Escrow Agent as soon as practicable after the such Buyer Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses Damages for which indemnification by a Buyer Indemnified Party may be sought under this Article VII7. If a claim for Damages is to be made by a Seller Indemnified Party entitled to indemnification hereunder, other than Tax Claims the Sellers’ Representative shall give such Notice to Buyer as provided soon as practicable after such Seller Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification by a Seller Indemnified Party may be sought under this Article 7. In each case, the Notice shall describe in Section 7.7 belowreasonable detail the facts and circumstances known to the Indemnified Party that gave rise to such indemnification claim, and the amount or good faith estimate of the amount arising therefrom. Any failure to submit any such Claim a Notice in a timely manner of claim to the Indemnifying Party Sellers’ Representative or Buyer, as applicable, shall not relieve such any Indemnifying Party of any liability hereunder, except to the extent that such the Indemnifying Party is demonstrates that the Indemnifying Party was actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (a) the specific representation, warranty or covenant alleged to have been breached, . (b) Upon receipt by the nature Escrow Agent of a Notice from a Buyer Indemnified Party, the Escrow Agent shall, subject to the provisions of Section 7.3(d), release to Buyer, as promptly as practicable, a portion of the Escrow Fund equal to the amount of Damages specified in such Notice. (c) Sellers shall be deemed to have accepted the Notice and to have agreed to pay the Damages at issue if the Sellers’ Representative does not send a notice of disagreement to Buyer within twenty (20) calendar days after receiving the Notice pursuant to Section 7.3(a). If the Sellers’ Representative does not object in writing within the 20-day period after delivery by a Buyer Indemnified Party of the Notice, such failure to so object shall be an irrevocable acknowledgment by Sellers that the Buyer Indemnified Party is entitled to the full amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate for Damages set forth in such claim and Notice. (cd) For a calculation or good faith estimate, if such can be reasonably calculated, period of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Party, within fifteen twenty (1520) days after receipt of the Claim a Notice (the "Notice Period"), Sellers do not give written notice to the Purchaser from a Buyer Indemnified Party or Purchaser Indemnified Parties announcing their intent to contest such claimParty, the claim Escrow Agent shall be deemed accepted and the principal amounts make no release to Buyer of the 36 Month Notes shall be automatically reduced, pro rata, by any Escrow Amount pursuant to Section 7.3(b) (other than the amount of any Damages agreed to by the claimSellers’ Representative as provided below) unless the Escrow Agent shall have received written authorization from the Sellers’ Representative to make such release. After the expiration of such twenty (20) day period, the Escrow Agent shall release a portion of the Escrow Fund equal to the amount of Damages claimed in the Notice; providedprovided that no such payment may be made if the Sellers’ Representative shall object in a written statement to the claim made in the Notice (an “Objection Notice”), and such Objection Notice shall have been delivered to the Escrow Agent prior to the expiration of such twenty (20) day period. The Sellers’ Representative shall, however, if authorize the then current principal amounts Escrow Agent to release a portion of the 36 Month Notes are not sufficient Escrow Fund equal to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth Damages claimed in the Claim any Notice which amount has not been paid pursuant to an adjustment to the principal amounts extent the Sellers’ Representative does not dispute the amount of such Damages. (e) Except for actions grounded in fraud, willful misconduct or deceit, the 36 Month Notes. In indemnification rights provided by this Article 7 shall be the event, however, that Sellers contest the assertion of a claim by giving such written notice sole and exclusive remedy to the Purchaser Indemnified Party within for breaches of this Agreement and for other matters pertaining to this Agreement and the Notice Period, then the parties shall act in good faith to reach agreement regarding such claimtransactions contemplated hereby.

Procedure for Claims between Parties. If a claim for Losses is to be made by a Person entitled to indemnification hereunder (an “Indemnified Party”), the Indemnified Party shall give written notice (a "“Claim Notice") ”), in the case of claims pursuant to Section 9.2, to the Sellers, and in the case of claims pursuant to Section 9.3, to Purchaser (each Person so notified being referred to as the “Indemnifying Party, ”) as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 belowIX. Any failure to submit provide any such Claim Notice in a timely manner to the Indemnifying Party shall not relieve such the Indemnifying Party of any liability hereunder, except to the extent that such (and only to the extent) the Indemnifying Party is actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (ai) the specific representation, warranty warranty, covenant or covenant agreement alleged to have been breached, (bii) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (ciii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Indemnifying Party, within fifteen ten (1510) days Business Days after receipt of the Claim Notice (the "Notice Period")Notice, Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their stating its intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim shall be deemed a valid claim; provided, however, if and the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent Indemnifying Party shall, within five ten (510) days Business Days after expiration of the Notice Periodprior notice period, deliver to the Purchaser Indemnified Party the amount of the Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment with respect to the principal amounts claim, unless such claim is contingent or the amount not liquid, in which event the Indemnifying Party shall deliver such amount upon the Losses of such claim being determinable. If the 36 Month Notes. In the event, however, that Sellers Indemnifying Party shall contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Periodsuch period (a “Dispute Notice”), then the parties Parties shall act in good faith to reach agreement regarding such claim.

Procedure for Claims between Parties. If a claim for Losses Damages (an “Indemnity Claim”), other than Third-Party Claims under Section 8.04 below, is to be made by an Indemnified PartyParty entitled to indemnification hereunder, the Indemnified Party such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a "Claim “Notice"”) to the Sellers’ Representative or Buyer Indemnifying PartyParties, as the case may be, and the Escrow Agent as soon as practicable after the such Indemnified Party becomes aware of any fact, condition or event which may give gives rise to Losses Damages for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 belowVIII. Any failure to submit any such Claim Notice in a timely manner notice of claim to the Sellers’ Representative or Buyer Indemnifying Party Parties, as the case may be, shall not relieve such any Indemnifying Party of any liability hereunder, except to the extent that such the Sellers’ Representative or Buyer Indemnifying Parties, as the case may be, demonstrate that an Indemnifying Party is was actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contraryThe Sellers’ Representative or Buyer Indemnifying Parties, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (a) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Partymay be, within fifteen (15) days after receipt of the Claim Notice (the "Notice Period"), Sellers do not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their intent to contest such claim, the claim shall be deemed to have accepted the Notice and Sellers or the Buyer Indemnifying Parties, as the case may be, shall be deemed to have agreed to pay the Damages at issue, and the principal amounts of parties shall promptly instruct the 36 Month Notes shall be automatically reduced, pro rata, by Escrow Agent to disburse funds from the Indemnification Escrow in an amount of the claim; provided, however, if the then current principal amounts of the 36 Month Notes are not sufficient to pay the LossesDamages, Parent shallif the Sellers’ Representative or Buyer Indemnifying Parties, within five (5) days after expiration as the case may be, do not send a notice of the Notice Period, deliver disagreement to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to the principal amounts of the 36 Month Notes. In the event, however, that Sellers contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within 30 calendar days after receiving the Notice Period, then the parties shall act in good faith pursuant to reach agreement regarding such claimSection 8.05.

Procedure for Claims between Parties. If a claim Claim for Losses is to be made by a person or entity entitled to indemnification hereunder (an Indemnified Party“Indemnitee”), the Indemnified Party Indemnitee shall give written notice (a "Claim “Notice"”) to the Indemnifying Party, party from whom indemnification is to be sought hereunder (the “Indemnitor”) as soon as practicable after the Indemnified Party Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII, other than Tax Claims as provided in Section 7.7 belowIV. Any failure to submit provide any such Claim Notice in a timely manner to the Indemnifying Party Indemnitor shall not relieve such Indemnifying Party the Indemnitor of any liability hereunder, except to the extent that such Indemnifying Party (and only to the extent) the Indemnitor is actually materially prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (a) the specific representation, and warranty or covenant alleged to have been breachedbreached or other basis for indemnification, (b) the nature and amount of the claim Claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party Indemnitor may reasonably evaluate such claim Claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party Indemnitee believes it is entitled in connection with the claimClaim. If in the case of a claim submitted by a Purchaser Indemnified PartyIndemnitor, within fifteen thirty (1530) days after receipt of the Claim Notice (the "Notice Period")Notice, Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties announcing their Indemnitee stating its intent to contest such claimClaim, the claim Claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim; provided, however, if Claim shall be deemed a valid Claim. If the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent shall, within five (5) days after expiration of the Notice Period, deliver to the Purchaser Indemnified Party the amount of Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment to the principal amounts of the 36 Month Notes. In the event, however, that Sellers Indemnitor shall contest the assertion of a claim Claim by giving such written notice to the Purchaser Indemnified Party Indemnitee within the Notice Periodsuch 30-day period, then the parties Indemnitor and Indemnitee shall act work together in good faith for fifteen (15) days to reach agreement resolve any dispute regarding the validity of such claimClaim, after which either party may resort to litigation in order to resolve such dispute.

Procedure for Claims between Parties. If a claim for Losses Damages is to be made by a Person entitled to indemnification hereunder (an “Indemnified Party”), the Indemnified Party shall give written notice (a "“Claim Notice"”) to the Party required to provide such indemnification (the “Indemnifying Party, ”) as soon as practicable (and in any event within five (5) business days) after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII8, other than Tax Claims as provided in Section 7.7 8.9 below. Any failure to submit any such Claim Notice notice of claim in a timely manner to the Indemnifying Party shall not relieve such the Indemnifying Party of any liability hereunder, except to the extent that such the Indemnifying Party is actually prejudiced by such failure. Notwithstanding anything contained in this Section 7.5 to the contrary, any claim for indemnification hereunder that is not asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts and Losses relating thereto during the applicable period of survival as set forth in Section 7.1 may not be pursued and is hereby irrevocably waived upon and after the expiration of such period of survival. Each Claim Notice shall set forth (ai) the specific representation, warranty or covenant alleged to have been breached, (bii) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such claim and (ciii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnified Party believes it is entitled in connection with the claim. If in the case of a claim submitted by a Purchaser Indemnified Indemnifying Party, within fifteen twenty (1520) business days after receipt of the Claim Notice (the "Notice Period")Notice, Sellers do does not give written notice to the Purchaser Indemnified Party or Purchaser Indemnified Parties parties announcing their its intent to contest such claim, the claim shall be deemed accepted and the principal amounts of the 36 Month Notes shall be automatically reduced, pro rata, by the amount of the claim shall be deemed a valid claim; provided, however, if and the then current principal amounts of the 36 Month Notes are not sufficient to pay the Losses, Parent Indemnifying Party shall, within five ten (510) business days after expiration of the Notice Periodprior notice period, deliver to the Purchaser Indemnified Party the amount of the Losses set forth in the Claim Notice which amount has not been paid pursuant to an adjustment with respect to the principal amounts of the 36 Month Notesclaim. In the event, however, that Sellers the Indemnifying Party or parties contest the assertion of a claim by giving such written notice to the Purchaser Indemnified Party within the Notice Periodsaid period, then the parties shall act in good faith to reach agreement regarding such claim.. Notwithstanding the foregoing, however, (a) Purchaser and its Affiliates shall not be required to deliver any Claim Notice or any notice pursuant to Section 8.5, and Parent shall not be entitled to contest its indemnification liability, in respect of the Excluded Claims, and (b) Parent and its Affiliates shall not be required to deliver any Claim Notice or any notice pursuant to Section 8.5, and Purchaser shall not be entitled to contest its indemnification liability, in respect of the matter disclosed on Exhibit C.