Common use of Procedure for Claims Not Involving Third Parties Clause in Contracts

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX that does not involve a third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim Amount), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed Amount) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.10.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX VI that does not involve a third-third- party claim shall deliver to the Indemnifying Party Company Stockholder Representative a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party Company Stockholder Representative shall deliver to the Indemnified Party a written response in which the Indemnifying Party Company Stockholder Representative shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, Company Stockholder Representative shall take such response shall be accompanied by a payment by the Indemnifying Party actions as are required pursuant to the Indemnified Party of Escrow Agreement to cause the Claim Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, Claimed Amount to be released to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim AmountFund), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, Company Stockholder Representative shall take such response shall be accompanied by a payment by the Indemnifying Party actions as are required pursuant to the Indemnified Party of Escrow Agreement to cause the Agreed Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, Amount to be released to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed AmountFund) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party Company Stockholder Representative in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party Company Stockholder Representative and the Indemnified Party shall use good faith and commercially reasonable efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party Company Stockholder Representative of such response, the Indemnifying Party Company Stockholder Representative and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.109.12.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX V that does not involve a third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified PartyDamages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX V and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the The Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds (y) or, if the Indemnifying Party is the Company Participating EquityholdersSeller, an acknowledgement of the Buyer shall be entitled Buyer’s right to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to such amount in accordance with Section 9.6 with respect to the Claim Amount5.7)), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds (y) or, if the Indemnifying Party is the Company Participating EquityholdersSeller, an acknowledgement of the Buyer shall be entitled Buyer’s right to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to such amount in accordance with Section 9.6 with respect to the Agreed Amount5.7)) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.106.10.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX V that does not involve a third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified PartyDamages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX V and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. Within 30 days thirty (30) Business Days after delivery of a such Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall either (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds (y) or, if the Indemnifying Party is a Seller, an acknowledgement of the Company Participating Equityholders, the Buyer shall be entitled Buyer’s right to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to such amount in accordance with Section 9.6 with respect to the Claim Amount5.7)), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds (y) or, if the Indemnifying Party is a Seller, an acknowledgement of the Company Participating Equityholders, the Buyer shall be entitled Buyer’s right to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to such amount in accordance with Section 9.6 with respect to the Agreed Amount5.7)) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.106.11.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX V that does not involve a third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified PartyDamages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX V and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the The Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim Amountimmediately available funds), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Indemnifying Party by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed Amountimmediately available funds) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.106.10.

Procedure for Claims Not Involving Third Parties. An If a Buyer Indemnified Party wishing wishes to assert a claim for indemnification under this Article IX ARTICLE X that does not involve a third-party claim claim, Buyer shall deliver to the Indemnifying Party Seller a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been Losses incurred by the Buyer Indemnified Party, (ii) a statement that the such Buyer Indemnified Party is entitled to indemnification under this Article IX ARTICLE X and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such DamagesLosses. Within 30 days after delivery of a Claim Notice, the Indemnifying Party Seller shall deliver to the Indemnified Party Buyer a written response in which the Indemnifying Party Seller shall (A) agree that the such Buyer Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by instructions (in accordance with the Indemnifying Party Escrow Agreement) to the Escrow Agent to release funds from the Indemnity Escrow Fund to the Buyer Indemnified Party of in an amount equal to the Claim Amount (or if the Indemnity Escrow Fund shall be less than the Claim Amount, the amount of the Indemnity Escrow Fund), by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim Amounttransfer), (B) agree that the such Buyer Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by instructions (in accordance with the Indemnifying Party Escrow Agreement) to the Escrow Agent to release funds from the Indemnity Escrow Fund to the Buyer Indemnified Party of in an amount equal to the Agreed Amount (or if the Indemnity Escrow Fund shall be less than the Agreed Amount, the amount of the Indemnity Escrow Fund), by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed Amounttransfer) or (C) contest that the such Buyer Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party Seller in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party Seller and the Indemnified Party Buyer shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party Seller of such response, the Indemnifying Party Seller and the Indemnified Party Buyer shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.1012.12.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX that does not involve a third-party claim Third Party Action shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (Ai) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case (A) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, by check or by wire transfer transfer, and (yB) if the Indemnifying Party is the Company Participating Equityholders, the Stockholder Representatives shall take such actions as are required pursuant to the Escrow Agreement to cause the Claim Amount to be released to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim AmountAccount), (Bii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (xA) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amountsuch agreed amount, by check or by wire transfer transfer, and (yB) if the Indemnifying Party is the Company Participating Equityholders, the Stockholder Representatives shall take such actions as are required pursuant to the Escrow Agreement to cause such agreed amount to be released to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed AmountAccount) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.1011.10. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX VI that does not involve a third-party claim Third Party Claim, shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description in reasonable detail of such claim and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled has sustained or reasonably anticipates that it will sustain; provided, that the failure to indemnification under this Article IX and timely deliver a reasonable explanation Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the basis therefor and (iii) a demand for payment in extent that the amount of Indemnifying Party shall have been prejudiced by such Damagesfailure. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a joint instruction to the Escrow Agent instructing the Escrow Agent to release the Claim Amount or a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim Amountimmediately available funds), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a joint instruction to the Escrow Agent instructing the Escrow Agent to release the Agreed Amount or a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Company by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed Amountimmediately available funds) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.107.10.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX ARTICLE VI that does not involve a third-third party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Partyactual or estimated Damages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX ARTICLE VI and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages; provided, however, that failure of the Indemnified Party to timely give the Claim Notice provided in this Section 6.3 to the Indemnifying Party shall not preclude the Indemnified Party from recovering Damages unless and only to the extent that the Indemnifying Party can demonstrate that it was actually prejudiced by such failure. Within 30 days after delivery of a Claim NoticeIf the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party shall deliver give written notice to the Indemnified Party a Party, promptly but in no event greater than [***] after receipt of written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all notice of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim Amount), (B) agree that the Indemnified Party is entitled to receive part, but not allindemnification sought, of the Claim Amount dispute and describing those portions and the amount (if known and quantifiable) of the “Agreed Amount”) (claim in which case (x) if dispute, and the Indemnifying Party is basis of the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to dispute. Upon the Indemnified Party Party’s receipt of the Agreed Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right a timely notice of set off pursuant to Section 9.6 with respect to the Agreed Amount) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amountdispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts proceed to resolve negotiate a resolution of such dispute. If such dispute is not resolved within 60 days [***] following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.107.12.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX VI that does not involve a third-party claim Third Party Claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description in reasonable detail of such claim and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled has sustained or reasonably anticipates that it will sustain and; provided, that the failure to indemnification under this Article IX and timely deliver a reasonable explanation Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the basis therefor and (iii) a demand for payment in extent that the amount of Indemnifying Party shall have been prejudiced by such Damagesfailure. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim Amountimmediately available funds), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (A) or (B), the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Company by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed Amountimmediately available funds) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.108.11.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX V that does not involve a third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified PartyDamages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX V and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds or, if payment is to be made from the Escrow Fund, authorization to the Escrow Agent (yin accordance with the Escrow Agreement) if to make payment of the Indemnifying Party is the Company Participating Equityholders, Claim Amount to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim AmountFund), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Seller by wire transfer and of immediately available funds or, if payment is to be made from the Escrow Fund, authorization to the Escrow Agent (yin accordance with the Escrow Agreement) if to make payment of the Indemnifying Party is the Company Participating Equityholders, Agreed Amount to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed AmountFund) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.106.10.

Procedure for Claims Not Involving Third Parties. (a) An Indemnified Party wishing to assert a claim for indemnification under this Article IX that does not involve a third-party claim Third Party Claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”), promptly upon becoming aware of such claim (but in no event more than 30 days after becoming aware of such claim), to the Indemnifying Party, which shall (a) which contains state in reasonable detail the circumstances giving rise to the Damages, (ib) a description and specify the representation, warranty, covenant or agreement of this Agreement alleged to have been breached or not performed by the Company (as applicable), (c) specify the estimated amount of the Damages, if known (the “Claim Amount”), and (d) make a request for any payment then believed due. The failure of any Damages reasonably claimed an Indemnified Party to have been incurred by provide a Claim Notice in accordance with this Section 9.3 shall not relieve the Indemnified Party, (ii) a statement Indemnifying Party of its obligations to provide indemnification hereunder except to the extent that the Indemnified Indemnifying Party is entitled to indemnification under this Article IX and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damagesprejudiced thereby. Within 30 The Indemnifying Party may, within 45 days after delivery receipt by such Indemnifying Party of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, disputing such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim Amount), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed Amount) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amountclaim. If the Indemnifying Party in such written response contests the payment of all or part of the Claim Amount, then the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve arrive at a mutually acceptable resolution of such disputedispute within the next 30 days. If such dispute is a mutually acceptable resolution cannot resolved within 60 days following be reached between the delivery by Indemnified Party and the Indemnifying Party of within such response30-day period, then the parties may thereupon proceed to pursue any and all available remedies at law. (b) Notwithstanding anything herein to the contrary, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the foregoing provisions of this Section 10.109.3 shall not apply with respect to Taxes and any Tax Proceedings.