Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. (a) Any person who desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (ai) Any person who desires If a claim for Damages (a “Claim”) is to seek be made by a Person entitled to indemnification under any part of this Section 18 hereunder, the Person claiming such indemnification (each, an the “Indemnified Party”), subject to clause (ii) below, shall give written notice in reasonable detail (a “Claim Notice”) to each the indemnifying Person (the “Indemnifying Party”) as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 6.4. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a “Third-Party Claim”), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named Persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party’s cost, risk and shall specify the amount thereofexpense, to separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate upon delivering notice to such effect to the amount Indemnifying Party have the right to undertake, at the Indemnifying Party’s cost, risk and expense, the defense, compromise and settlement of such Third- Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 6.4 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. A Party required to make an indemnification payment pursuant to this Agreement (a"Indemnifying Party") Any person who desires shall have no liability with respect to seek any claim or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification under any part of this Section 18 payment (each, an “"Indemnified Party”") shall give written gives notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Indemnifying Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of specifying (i) the date that the Claim Notice is given covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) if a Claim Notice is first given with respect to an Unliquidated Claimin reasonable detail, the date on which nature and dollar amount of any Claim the Liquidated Claim Notice is given. Any Claim Response shall specify Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Indemnitor giving Claim is a Claim a person, firm, corporation or government entity other than a party hereto or any affiliate of such party ("Third-Party Claims"). With respect to Third-Party Claims, an Indemnified Party (a) shall give the Indemnifying Party prompt notice of any Third-Party Claim, (b) prior to taking any action with respect to such Third-Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third-Party Claim, (c) shall not consent to any settlement or compromise of the Third-Party Claim Response disputes without the claim described written consent of the Indemnifying Party (which consent, unless the Indemnifying Party has elected to assume the exclusive defense of such Claim, shall not be unreasonably withheld or delayed) and (d) shall permit the Indemnifying Party, with the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, if it so elects, to assume the exclusive defense of such Third-Party Claim (including, except as provided in the penultimate sentence of this Section 8.3, the compromise or settlement thereof) at its own cost and expense. The Indemnifying Party will not compromise or settle any Third-Party Claim Notice. If any Indemnitor fails to give a Claim Response within without the Response Period, written consent of the Indemnified Party if the relief provided is other than monetary damages and such Indemnitor shall be deemed not to dispute relief would materially adversely affect the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such IndemnitorIndemnified Party.

Procedure for Claims. (a) Any person who desires NOTICE OF CLAIM. Promptly, but in any event within 30 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (any such claim an "Indemnification Claim"), the party or parties entitled to seek indemnification under any part of this Section 18 hereunder (each, an “the "Indemnified Party”") shall give written notice in reasonable detail to the party or parties subject to indemnification obligations therefor (the "Indemnifying Party") of such Indemnification Claim (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below"Notice of Claim"). Such notice A Notice of Claim shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claimall Indemnification Claims. However, the date on which failure to timely give a Notice of Claim to the Liquidated Claim Notice Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party hereunder to the extent that the Indemnifying Party is givennot prejudiced by such failure. Any Claim Response Subject to Section 10.1, no Indemnified Party shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails be entitled to give a Notice of Claim Response within with respect to any representation and warranty after the Response Period, such Indemnitor second anniversary of the Closing Date. The Notice of Claim shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Indemnified Party as a result of such claim Indemnification Claim and a brief description of the facts giving rise to such Indemnification Claim. The Indemnified Party shall be conclusively deemed furnish to be an obligation the Indemnifying Party such information (in reasonable detail) as the Indemnified Party may have with respect to such Indemnification Claim (including copies of such Indemnitorany summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Procedure for Claims. If a claim for Damages (aa "Claim") Any is to be made under Article 8 by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each the indemnifying person (the "Indemnifying Party") as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under Section 8.2. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 8.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 8.4 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake the defense, compromise and settlement of such Third-Party Claim. In the event the Indemnifying Party assumes the defense of the claim claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 8.4 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (a) Any person who An Indemnified Party that desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) 8 shall give written notice in reasonable detail (a “Claim Notice”) to each party Party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 20 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who Person that desires to seek indemnification under any part of this Section 18 10 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain with specificity the nature of the claim, the specific section of this Agreement to which the claim relates and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 60 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. For the purposes of the immediately preceding sentence, an Indemnitor's failure to give a timely Claim Response shall not be deemed an election not to dispute a Claim Notice unless the Indemnified Party shall have given a second Claim Notice after expiration of the Response Period and another 20 days after the date on which the Indemnified Party shall have given such second Claim Notice shall have expired without the Indemnitor's having given a Response Notice within such period.

Procedure for Claims. If a claim for indemnification pursuant to Section 9.2 (aa “Claim”) Any person who is to be made by an Indemnified Party entitled to indemnification hereunder, the Indemnified Party claiming indemnification shall give written notice to the other Party (the “Indemnifying Party”) reasonably promptly after the Indemnified Party becomes aware of any fact, condition or event that may give rise to Damages for which indemnification may be sought under Section 9.2, or receipt by the Indemnified Party of notice of a claim involving the assertion of a claim by a Third Party that may give rise to Damages for which indemnification may be sought under Section 9.2 (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”). The failure of any Indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except and only to the extent that the Indemnifying Party suffers damage caused by such failure. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the notice as may be required by court proceeding in the event of a litigated matter) after receipt of the notice to notify the Indemnified Party that it desires to seek indemnification under defend the Indemnified Party against such Third Party Claim; provided, that the Indemnifying Party shall not be entitled to defend any part Third Party Claim that seeks remedies other than money damages without the written agreement of this Section 18 the Indemnified Party. In the case of a Third Party Claim, the party conducting the defense (each, an the “Indemnified Defending Party”) shall give written notice in reasonable detail (a “determine and conduct the defense, compromise or settlement of such Third Party Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date other party (the “Non-Defending Party”) shall make available to the Defending Party any documents and materials in its or its Affiliates’ possession or control that may be necessary to the defense of such Third Party Claim (provided, that the Claim Notice is given Non-Defending Party shall not be required to furnish any such documents or materials which would (in the reasonable judgment of such party upon advice of counsel) be reasonably likely to (A) constitute a waiver of the attorney-client or other privilege held by such party or any of its Affiliates, (B) violate any applicable Laws, or (C) breach any agreement of such party or any of its Affiliates with any Third Party; provided, that such Non-Defending Party shall use reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such disclosure) and (ii) if a the Defending Party shall keep the Non-Defending Party reasonably informed of all material developments and events relating to such Third Party Claim. The Non-Defending Party, at its sole option and expense, may participate in any defense and investigation of such Third Party Claim Notice is first given or settlement negotiations with respect to an Unliquidated such Third Party Claim; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, the date on which reasonable fees and expenses of counsel to the Liquidated Claim Notice is givenIndemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for all Indemnified Parties. Any Claim Response Except with the written consent of the Non-Defending Party (not to be unreasonably withheld, conditioned or delayed), the Defending Party shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described not, in the Claim Noticedefense of a Third Party Claim, consent to the entry of any judgment or enter into any compromise or settlement (1) which does not include as an unconditional term thereof the giving to the Indemnified Party by the Third Party of a release from all liability with respect to such suit, claim, action, or proceeding; (2) unless there is no finding or admission of (A) any violation of Law by the Indemnified Party (or any Affiliate thereof), (B) any Liability on the part of the Indemnified Party (or any Affiliate thereof) not indemnified hereunder or (C) any violation of the rights of any Person and no effect on any other claims of a similar nature that may be made by the same Third Party against the Indemnified Party (or any Affiliate thereof); or (iii) which exceeds the Indemnification Cap. If With respect to Claims other than Third Party Claims, after the giving of any Indemnitor fails to give notice of a Claim Response within pursuant to this Section 9.5, the Response Period, such Indemnitor amount of indemnification to which an Indemnified Party shall be deemed not to dispute entitled under this Article 9 shall be determined: (I) by the claim described in written agreement between the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response Indemnified Party and the Indemnifying Party; (II) in accordance with Section 11.7; or (III) by any other means to which the terms hereof or otherwise, then Indemnified Party and the amount of such claim Indemnifying Party shall be conclusively deemed to be an obligation of such Indemnitoragree.

Procedure for Claims. (a) Any person who desires For purposes hereof, a party claiming a right to seek indemnification under any part of this Section 18 (each, an shall be referred to as the “Indemnified Party” and the party against whom such indemnification claim is made shall be referred to as the “Indemnifying Party.” An Indemnified Party wishing to assert a claim for indemnification under Section 10.2 (other than a Third-Party Claim covered by Section 10.3(b) below) shall deliver to the Indemnifying Party a certificate (an “Indemnification Notice”) shall give written notice signed by any officer of the Indemnified Party, (A) stating the Indemnified Party’s good faith estimate of the Indemnified Losses (the aggregate amount of such estimate of Indemnified Losses being referred to as the “Claimed Amount”), (B) to the extent reasonably available to, and reasonably determinable by, the Indemnified Party, specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Indemnified Losses included in the amount so stated, the method of computation thereof and the basis for indemnification to which such item is related and (C) demanding payment of the Claimed Amount if such amount shall have been finally determined; provided, however, that the failure of the Indemnified Party to give reasonably prompt notice of the asserted claim shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article X except to the extent that such Indemnifying Party is materially prejudiced by reason of such delay or failure. Within twenty (20) Business Days after delivery of such Indemnification Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (1) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, (2) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Claim NoticeAgreed Amount”) and, to each party responsible or alleged the extent reasonably available to, and reasonably determinable by, the Indemnifying Party, specifying in reasonable detail, the reasons why the Indemnified Party is not entitled to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature receive all of the claim Claimed Amount or (3) contest that the Indemnified Party is entitled to receive any of the Claimed Amount and specifying in reasonable detail, to the parties known to be invokedextent reasonably available to, and shall specify reasonably determinable by, the amount thereof. If Indemnifying Party, the matter reasons why the Indemnified Party is not entitled to which a claim relates shall not have been resolved as receive all of the date Claimed Amount. In the case of (1) or (2) above where the Claim NoticeIndemnified Party is a Buyer Indemnified Party, the Sellers’ Representative and the Indemnified Party shall estimate deliver to the amount Escrow Agent, within three (3) Business Days following delivery of such written response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, from and to the extent of the claim in Indemnity Escrow Amount, an amount equal to the Claim NoticeClaimed Amount or Agreed Amount, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”)as applicable. If an Indemnified the Indemnifying Party gives a Claim Notice for an Unliquidated Claimin such response contests the payment of all or part of the Claimed Amount, then the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise use good faith efforts to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, resolve such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 10.3(c) below.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Section 18 8 (each, an “Indemnified Party”other than a Third Party claim covered by Section 8.3.2 below) shall give written notice promptly deliver to the Indemnifying Party an Officer’s Certificate of the Indemnified Party within the applicable timeframe provided in reasonable detail Section 8.2.4 above (a “Claim Notice”A) stating that such Indemnified Party has paid, sustained, incurred or accrued Losses subject to each party responsible or alleged potential indemnification under this Section 8 (the aggregate amount of such Losses subject to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of such claim being referred to as the Claim Notice“Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses (if applicable) included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within [***] after delivery of such Officer’s Certificate, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Losses stated in such Officer’s Certificate are subject to indemnification under this Section 8 and the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Indemnifying Party shall pay to the Indemnified Party, within [***] following delivery of the response, an amount equal to the Claimed Amount); (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Indemnifying Party shall pay to the Indemnified Party, within [***] following delivery of the response, an amount equal to the Agreed Amount and shall specify in reasonable detail which parts of the Claimed Amount the indemnifying Party is disputing and together with a summary of the reasons for such dispute; or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount and provide a summary of the reasons for such dispute. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, then the Indemnifying Party and the Indemnified Party shall estimate use good faith efforts to resolve such dispute within [***] following the amount delivery by the Indemnifying Party of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise its response to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such IndemnitorOfficer’s Certificate.

Procedure for Claims. If a claim for Damages (aa "Claim") Any is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each the indemnifying person (the "Indemnifying Party") promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2 provided, that if the Indemnified Party is an FRT Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Representative. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit, other legal action or alleged otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to retain one firm of separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 10.2 within ten (10) calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 10.2 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (a) Any person Person who desires to seek indemnification under any part of this Section 18 10 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party Party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder Escrow Agent prior to any applicable Expiration Date (as defined belowin Section 10.5). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the 57 amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (ai) Any If a claim for Damages (a "Claim') is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”"), subject to clause (ii) below, shall give written notice in reasonable detail (a “"Claim Notice”") to each the indemnifying person (the "Indemnifying Party") as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 6.4. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate upon delivering notice to such effect to the amount Indemnifying Party have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 6.4 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (a) Any person who desires Notice of Claim, Promptly, but in any event within 30 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (any such claim an “Indemnification Claim”), the party or parties entitled to seek indemnification under any part of this Section 18 hereunder (each, an the “Indemnified Party”) shall give written notice in reasonable detail to the party or parties subject to indemnification obligations therefor (the “Indemnifying Party”) of such Indemnification Claim (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature Notice of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a A Notice of Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first be given with respect to an Unliquidated Claimall Indemnification Claims. However, the date on which failure to timely give a Notice of Claim to the Liquidated Claim Notice Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party hereunder to the extent that the Indemnifying Party is givennot prejudiced by such failure. Any Claim Response Subject to Section 7.1, no Indemnified Party shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails be entitled to give a Notice of Claim Response within with respect to any representation and warranty after the Response Period, such Indemnitor first anniversary of the Closing Date. The Notice of Claim shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Indemnified Party as a result of such claim Indemnification Claim and a brief description of the facts giving rise to such Indemnification Claim. The Indemnified Party shall be conclusively deemed furnish to be an obligation the Indemnifying Party such information (in reasonable detail) as the Indemnified Party may have with respect to such Indemnification Claim (including copies of such Indemnitorany summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Section 18 (each, an “Indemnified Party”) Article VI shall give written notice in reasonable detail (deliver to the Indemnifying Party a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature Within 10 days after delivery of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party shall estimate a written response in which the amount Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the claim Claimed Amount (in which case such response shall be accompanied by a payment by the Claim NoticeIndemnifying Party to the Indemnified Party of the liquidated portion, but also specify therein if any, of the Claimed Amount, by check or by wire transfer, unless the Indemnifying Party is any of the Sellers and any portion of the Holdback is then remaining, in which case such response shall be accompanied by the payment of any amount by which the Claimed Amount exceeds the portion of the Holdback then remaining), (ii) agree that the claim has not yet been Indemnified Party is entitled to receive the Agreed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the liquidated portion, any of, if any, of the Agreed Amount, by check or by wire transfer, unless the Indemnifying Party is the Sellers and any portion of the Holdback is then remaining, in which case such response shall be accompanied by the payment of any amount by which the Agreed Amount exceeds the portion of the Holdback then remaining), or (an “Unliquidated Claim”)iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If an Indemnified the Indemnifying Party gives a Claim Notice for an Unliquidated Claimin such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days after following the matter giving rise to delivery by the claim becomes finally resolvedIndemnifying Party of such response, the Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSections 11.12 and 11.13.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Section 18 (each, an “Indemnified Party”) Article VII shall give deliver to the Indemnifying Party a written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder which contains (an i) a description and the amount (the “IndemnitorClaimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VII and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature a reasonable explanation of the claim and the parties known to be invokedbasis therefor, and shall specify (iii) a demand for payment in the amount thereofof such Damages. If the matter to which Within 30 days after delivery of a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party shall estimate a written response in which the amount Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the claim Claimed Amount (in which case such response shall be accompanied by a payment by the Claim NoticeIndemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but also specify therein not all, of the Claimed Amount (the “Agreed Amount”) (in which case 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), or (III) contest that the claim has not yet been liquidated (an “Unliquidated Claim”)Indemnified Party is entitled to receive any of the Claimed Amount. If an Indemnified the Indemnifying Party gives a Claim Notice for an Unliquidated Claimin such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days after following the matter giving rise to delivery by the claim becomes finally resolvedIndemnifying Party of such response, the Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 10.12.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Article 6 (other than a third-party claim covered by Section 18 6.3(b) below) shall deliver to Caliper a certificate (each, an “Officer’s Certificate”) signed by any officer of Taconic (or another Indemnified Party) (A) stating that Taconic (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) shall give written notice specifying in reasonable detail (a “Claim Notice”) the facts pertinent to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) such claim(s), the individual items of Losses included in the amount so stated and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known basis for indemnification to be invokedwhich such item is related, and (C) demanding payment of the Claimed Amount. Within forty five (45) days after delivery of such Officer’s Certificate, Caliper shall specify deliver to the amount thereofIndemnified Party a written response in which Caliper shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount with appropriate joint instructions to the Escrow Agent if the Escrow Fund is then available for payment to pay such amount, (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (with appropriate joint instructions to the Escrow Agent if the Escrow Fund is then available for payment to pay the Agreed Amount, or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If Caliper in such response contests the matter to which a claim relates shall not have been resolved as payment of all or part of the date of the Claim NoticeClaimed Amount, then Caliper and the Indemnified Party shall estimate the amount use good faith efforts to resolve such dispute in accordance with Section 6.3(c) below. Failure of the claim Caliper to timely respond in the Claim Notice, but also specify therein writing shall be treated as agreement that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise is entitled to the claim becomes finally resolved, and Claimed Amount from the second Claim Notice shall specify Escrow Fund or otherwise directly from Caliper if payment from the amount of the claim. Each Indemnitor to which a Claim Notice Escrow Fund is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitoravailable.

Procedure for Claims. (a) Any person who desires An Indemnified Party entitled to seek indemnification under any part of this Section 18 Article VI wishing to assert a claim for indemnification under this Article VI (eacha “Claim”) shall deliver to the Party or Parties from whom indemnification is sought (collectively, an the “Indemnified Indemnifying Party”) shall give a written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible that (i) states in reasonable detail the facts constituting the basis for indemnification hereunder the Losses claimed, (an ii) states the amount (the “IndemnitorClaim Amount”) of any Losses claimed by the Indemnified Party, to the extent then known, (iii) states that the Indemnified Party is entitled to indemnification under this Article VI and set forth the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature Indemnified Party’s explanation of the claim and the parties known to be invokedbasis therefor, and shall specify (iv) includes a demand for payment in the amount thereofof such Losses. If the matter to which Within 30 days after delivery of a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall estimate (A) agree that the amount Indemnified Party is entitled to receive all of the claim Claim Amount (in which case such response shall, if Buyer is the Indemnified Party and has requested that the Claim NoticeAmount be paid from the Escrowed Funds, be accompanied by instructions from Seller to the Escrow Agent to pay Buyer the Claim Amount from the Escrowed Funds), (B) agree that the Indemnified Party is entitled to receive part, but also specify therein not all, of the Claim Amount (the “Agreed Amount”) (in which case such response shall, if Buyer is the Indemnified Party, be accompanied by instruction from Seller to the Escrow Agent to pay Buyer the Agreed Amount, to the extent acknowledged by the Indemnifying Party, from the Escrowed Funds), or (C) contest that the claim has not yet been liquidated (an “Unliquidated Claim”)Indemnified Party is entitled to receive any of the Claim Amount. If an Indemnified the Indemnifying Party gives a in such response contests the payment of all or part of the Claim Notice for an Unliquidated ClaimAmount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice 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 “Liquidated Claim NoticeResolution Period”) within 60 days after ), the matter giving rise to the claim becomes finally resolved, Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitorcompetent jurisdiction.

Procedure for Claims. (a) Any person who desires In the event that any claim or demand for which an Indemnifying Party would be liable to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) shall give written notice in reasonable detail (Party hereunder is asserted against an Indemnified Party by a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Noticethird party, the Indemnified Party shall estimate promptly (but in no event later than twenty (20) days after notice thereof) notify the Indemnifying Party of such claim or demand (the “Claim Notice”), specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”or demand). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified The Indemnifying Party shall also give a second have thirty (30) days from the receipt of the Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after to notify the later of Indemnified Party (i) whether or not the date that Indemnifying Party disputes the Claim Notice is given Indemnifying Party’s liability to the Indemnified Party hereunder for Losses with respect to such claim or demand and (ii) if a Claim Notice is first given with respect to an Unliquidated Claimthe Indemnifying Party does not dispute such liability, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving Indemnifying Party desires to defend against such claim or demand, provided that the Claim Response disputes Indemnified Party is hereby authorized (but not obligated) prior to and during the Notice Period to file any motion, answer or other pleading and to take any other action which the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party’s interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute the Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party against such claim described or demand then, except as hereinafter provided, the Indemnifying Party shall have the right to defend (with counsel reasonably satisfactory to the Indemnified Party) such claim or demand; provided that, unless the Indemnified Party otherwise agrees in writing, the Claim NoticeIndemnifying Party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of the Indemnified Party. If the Indemnified Party desires to participate in, but not control, any Indemnitor fails to give a Claim Response within such defense or settlement the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim NoticeIndemnified Party may do so at its sole cost and expense. If any Indemnitor the Indemnifying Party elects not to dispute a defend the Indemnified Party against such claim described in a Claim Noticeor demand, whether by failing to give a not giving the Indemnified Party timely Claim Response in accordance with the terms hereof notice as provided above or otherwise, then the Indemnified Party, without waiving any rights against the Indemnifying Party, may settle or defend against any such claim in the Indemnified Party’s sole discretion and, if it is ultimately determined that the Indemnifying Party is responsible therefor under this Article VIII, then the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of such claim shall be conclusively deemed to be an obligation any settlement or judgment and all indemnifiable costs and expenses of such Indemnitorthe Indemnified Party with respect thereto.

Procedure for Claims. If a claim for Losses (aa "Claim") Any person who desires is to seek be -------------------- ----- made by a Person entitled to indemnification under any part of this Section 18 hereunder, the Person claiming such indemnification (each, an “the "Indemnified Party”") shall give written notice in reasonable detail (a “"Claim ----------------- ----- Notice”") to each the indemnifying Person (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 Section 10.2. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a "Third-Party Claim"), (A) the Indemnifying Party shall be entitled, if it so ------------------ elects, at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof by appropriate actions or proceedings, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) and unreasonably withheld. In the Deposit Holder prior event the Indemnifying Party elects to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature assume control of the claim defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the parties known to be invokedIndemnified Party may, at its own cost and shall specify expense, participate in the amount thereofinvestigation, trial and defense of such Third-Party Claim. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 10.2 within 30 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 10.2 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Losses by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (ai) Any person who desires NOTICE OF CLAIM. Promptly, but in any event within thirty (30) days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (any such claim an "Indemnification Claim"), the party or parties entitled to seek indemnification under any part of this Section 18 hereunder (each, an “the "Indemnified Party”") shall give written notice in reasonable detail to the party or parties subject to indemnification obligations therefore (the "Indemnifying Party") of such Indemnification Claim (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below"Notice of Claim"). Such notice A Notice of Claim shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claimall Indemnification Claims then known; provided, however, that the date on which failure to timely give a Notice of Claim to the Liquidated Claim Notice Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party hereunder to the extent that the Indemnifying Party is givennot prejudiced by such failure. Any Claim Response Subject to Section 6(a) hereof, no Indemnified Party shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails be entitled to give a Notice of Claim Response within with respect to any representation and warranty eighteen (18) months from the Response Period, such Indemnitor Closing. The Notice of Claim shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Indemnified Party as a result of such claim Indemnification Claim and a brief description of the facts giving rise to such Indemnification Claim. The Indemnified Party shall be conclusively deemed furnish to be an obligation the Indemnifying Party such information (in reasonable detail) as the Indemnified Party may have with respect to such Indemnification Claim (including copies of such Indemnitorany summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Procedure for Claims. (a) Any person Indemnified Person who desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) 7.1 shall give written notice in accordance with Section 7.3.8 in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below"). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party Person shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 thirty (30) days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who An Indemnified Buyer Party or an Indemnified Seller Party that desires to seek indemnification under any part of this Section 18 7 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below)Date. Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 20 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such IndemnitorIndemnitor that shall give rise to Damages under this Section 7.

Procedure for Claims. (a) Any person who desires A Person entitled to seek indemnification under any part of this Section 18 ARTICLE XI (each, an “Indemnified Party”) wishing to assert a claim for indemnification under this ARTICLE XI (a “Claim”) shall give deliver to the Person from whom indemnification is sought (the “Indemnifying Party”) a written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible that (i) states in reasonable detail the facts constituting the basis for indemnification hereunder the Damages claimed, (an ii) states the amount (the “IndemnitorClaim Amount”) and of any Damages claimed by the Deposit Holder prior Indemnified Party, to any applicable Expiration Date the extent then known, (as defined below). Such notice shall briefly explain iii) states that the nature of the claim and the parties known Indemnified Party is entitled to be invokedindemnification under this ARTICLE XI, and shall specify (iv) includes a demand for payment in the amount thereofof such Damages. If The failure to give such Claim Notice will not relieve the matter Indemnifying Party of any liability hereunder, except to which the extent that the Indemnifying Party demonstrates that it was prejudiced thereby. Within 15 days after delivery of a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall estimate (A) agree that the amount Indemnified Party is entitled to receive all of the claim in Claim Amount, (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim NoticeAmount (the “Agreed Amount”), but also specify therein or (C) contest that the claim has not yet been liquidated (an “Unliquidated Claim”)Indemnified Party is entitled to receive any of the Claim Amount. If an Indemnified the Indemnifying Party gives a in such response contests the payment of all or part of the Claim Notice for an Unliquidated ClaimAmount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice use good faith efforts to resolve such dispute. If such dispute is not resolved within 30 days following the delivery by the Indemnifying Party of such response (the “Liquidated Claim NoticeResolution Period”) within 60 days after ), the matter giving rise to the claim becomes finally resolved, Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 12.10.

Procedure for Claims. If a claim for Losses (aan "Indemnified Claim") Any -------------------- ----------------- is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”") shall give written ----------------- notice in reasonable detail (a “"Claim Notice”") to each the indemnifying person (the "Indemnifying Party") ------------ ------------------ as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event when may give rise to Losses for which indemnification may be sought under this Section 6. In the case of an Indemnified Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a "Third-Party ----------- Claim"), (a) the Indemnifying Party shall be entitled, if it so elects, at its ----- own cost, risk and expense (i) to take control of the defense and investigation of such Third-Party Claim, and (ii) to pursue the defense thereof by appropriate actions or proceedings, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (b) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) and unreasonably withheld. In the Deposit Holder prior event the Indemnifying Party elects to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature assume control of the claim defense and investigation of such lawsuit or other legal action in accordance with this Section 6.2, the parties known to be invokedIndemnified Party may, at its own cost and shall specify expense, participate in the amount thereofinvestigation, trial and defense of such Third-Party Claim. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section within 30 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 6 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (from and against any and all Losses incurred by the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether Indemnified Party by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (a) Any person who Person that desires to seek indemnification under any part provision of this Section 18 10 or any other provision of this Agreement providing for indemnification (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice Claim Notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Any failure to give a Claim Notice in a timely manner pursuant to this Section 10.5(a) shall not limit the obligation of the Indemnitor under this Section 10, except to the extent such Indemnitor is prejudiced thereby and except as otherwise provided in Section 10.8. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 thirty (30) days (the “"Response Period”") after the later of (ia) the date that the Claim Notice is given or (iib) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. If the Indemnitor notifies the Indemnified Party in the Claim Response that it disputes the claim made by the Indemnified Party, then the Indemnitor and the Indemnified Party shall endeavor in good faith for a period of thirty (30) days to settle and compromise such claim, and if unable to agree on any settlement or compromise, such claim for indemnification shall be settled by arbitration in accordance with the provisions of Section 11.1 of this Agreement, and any Loss established by reason of such settlement, compromise or arbitration shall be deemed to be finally determined.

Procedure for Claims. (a) Any person who Person that desires to seek indemnification under any part provision of this Section 18 10 or any other provision of this Agreement providing for indemnification (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice Claim Notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Any failure to give a Claim Notice in a timely manner pursuant to this Section 10.5(a) shall not limit the obligation of the Indemnitor under this Article 10, except to the extent such Indemnitor is prejudiced thereby and except as otherwise provided in Section 10.8. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 thirty (30) days (the “"Response Period”") after the later of (ia) the date that the Claim Notice is given or (iib) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. If the Indemnitor notifies the Indemnified Party in the Claim Response that it disputes the claim made by the Indemnified Party, then the Indemnitor and the Indemnified Party shall endeavor in good faith for a period of thirty (30) days to settle and compromise such claim, and if unable to agree on any settlement or compromise, such claim for indemnification shall be settled by arbitration in accordance with the provisions of Section 11.1 of this Agreement, and any Loss established by reason of such settlement, compromise or arbitration shall be deemed to be finally determined.

Procedure for Claims. Any person or entity desiring to make a claim under this Limited Warranty (the “Claimant”) shall notify LEI within thirty (30) days of discovery of defect in writing via email, FAX or mail addressed to: LEI, Warranty Claims PO Box 3403 Pearland, TX 77588. Should LEI desire to examine the Product(s) prior to disposition of any claim, LEI will specify a destination to which the claimed defective Product(s) is to be shipped, freight prepaid. Notwithstanding, the Claimant shall not dispose of a claimed defective Product(s) until the claim has been resolved. It is the sole responsibility of the Claimant to cover all return shipping charges when returning the claimed defective Product(s) to LEI. The Claimant must return the claimed defective Product(s) to LEI before LEI will send out a repaired or replacement Product(s). Upon receipt of the claimed defective Product(s), LEI will undertake such examinations of the Product(s) as it deems necessary or desirable. If LEI concurs that the Product(s) incurred a Defect within the Warranty Period, LEI with repair or replace the Product(s) and return it, freight prepaid. LEI may request from the Claimant, certain installation, maintenance and repair records related to the claimed defective Product(s). If such records do not show that appropriate installation, maintenance or repair occurred, or if there are no such records, the claim may be denied. The burden of showing appropriate installation, maintenance and repair is on the Claimant. If the Product(s) reviewed by LEI does not meet the requirements of the Limited Warranty, LEI shall notify the Claimant and the Claimant shall notify LEI promptly that either (a) Any person who desires LEI is to seek indemnification under any part of this Section 18 repair the Product(s) at the Claimant’s sole cost, with the return to the Claimant being freight collect; or (each, an “Indemnified Party”b) shall give written notice in reasonable detail (a “Claim Notice”) that LEI is to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature dispose of the claim and Product(s) at the parties known to be invoked, and shall specify the amount thereofClaimants sole cost. If the matter Claimant desires the non-warrantied Product(s) be returned to which a claim relates shall them, either repaired or not, the non-warrantied Product(s) will be shipped to the Claimant via freight collect. Once LEI has completed the inspection process for the claimed defective Product(s), LEI will send the Claimant the results of that inspection and whether the Product(s) complies with the Limited Warranty or not. If the Product(s) reviewed by LEI does not have been resolved as meet the requirements of the date Limited Warranty, LEI will keep the items for no longer than 14 days after sending the inspection results to the Claimant. If no resolution has been communicated by the Claimant to LEI as to what is to be done with the non-compliant Product(s), LEI reserves the right to discard the Product(s) and at that point remove ownership of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has Product(s) from Claimant. LEI will not yet been liquidated (an “Unliquidated Claim”send back a repaired or replacement warrantied Product(s) with a non-warrantied Product(s). If an Indemnified Party gives A repaired or replacement warrantied Product(s) and a Claim Notice for an Unliquidated Claim, non-warrantied Product(s) must be shipped separately. LEI reserves the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise right to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to modify this Warranty without notice provided that any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given such modification or (ii) if a Claim Notice is first given discontinuance will only be effective with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether any Product(s) purchased after such modifications or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitordiscontinuance.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Section 18 Article VIII (each, an “Indemnified Party”other than a Third Party Claim) shall give written notice in reasonable detail (deliver to the Holder Representative a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder certificate (an “IndemnitorOfficer’s Certificate”) signed by any officer of Parent (or another Indemnified Party) (i) stating that Parent (or such other Indemnified Party) has paid, sustained, incurred, or accrued or reasonably anticipates that it will pay, sustain incur or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (ii) specifying the facts and circumstances pertinent to such claim(s), the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain individual items of Losses included in the amount so stated and the nature of the claim and the parties known basis for indemnification to be invokedwhich such item is related, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as (iii) demanding payment of the date Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Holder Representative shall deliver to the Indemnified Party a written response in which the Holder Representative shall: (A) agree that the Indemnified Party is entitled to receive all of the Claim Notice, Claimed Amount (in which case the Holder Representative and the Indemnified Party shall estimate execute a written certificate executed by both such parties setting forth their agreement that a number of Earn-Out Shares with a value equal to the amount Claimed Amount shall be subject to the Right of Set-Off), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the claim Claimed Amount (the “Agreed Amount”) (in which case the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, Holder Representative and the Indemnified Party shall also give execute a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise written certificate executed by both such parties setting forth their agreement that a number of Earn-Out Shares with a value equal to the claim becomes finally resolvedAgreed Amount shall be subject to the Right of Set-Off) or (C) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Holder Representative in such response contests the payment of all or part of the Claimed Amount, then the Holder Representative and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect shall use good faith efforts to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, resolve such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 8.4(b) hereof.

Procedure for Claims. (a) Any person who 11.3.1 An Indemnified SCT Party or an Indemnified Company Party that desires to seek indemnification under any part of this Section 18 11 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”"), prior to the Expiration Date, (a) with respect to each party responsible a claim by an Indemnified SCT Party, from SCT to the Stockholder's Representative on behalf of the Stockholders (the "Company Indemnitors") or alleged (b) with respect to be responsible for indemnification hereunder (a claim by an “Indemnitor”) Indemnified Company Party, from the Stockholder's Representative to SCT on behalf of SCT, Acquisition Sub and the Deposit Holder prior to Surviving Company (the "SCT Indemnitors") (each of the Company Indemnitors, on the one hand, and the SCT Indemnitors, on the other hand, an "Indemnitor") (any applicable Expiration Date (as defined belowparty delivering such a Claim Notice, a "Notifying Party"; and any party receiving such a Claim Notice, a "Receiving Party"). Such notice Claim Notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Notifying Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified a Notifying Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Notifying Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor With respect to which a any Claim Notice is given Notice, the Receiving Party shall respond to any Indemnified Notifying Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (ia) the date that the Claim Notice is given or and (iib) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor Receiving Party giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor a Receiving Party fails to give a Claim Response within the Response Period, such Indemnitor Receiving Party shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor a Receiving Party elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of the Indemnitors represented by such IndemnitorReceiving Party.

Procedure for Claims. (a) Any person who desires A party that intends to seek claim indemnification under any part of this Section 18 ARTICLE 9 (each, an the “Indemnified PartyIndemnitee”) shall give written notice in reasonable detail promptly notify the other party (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an the “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature in writing of the claim and assertion or the parties known to be invoked, and shall specify the amount thereof. If the matter to which commencement of any Action by a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Third Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim ResponseThird Party Claim”) and will provide the Indemnitor such information with respect thereto that the Indemnitor may reasonably request. The failure to deliver written notice to the Indemnitor within 30 days (the “Response Period”) a reasonable time after the later commencement of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given any Action with respect to an Unliquidated a Third Party Claim shall not relieve the Indemnitor of its obligations under this ARTICLE 9 unless the delay or failure is materially prejudicial to its ability to defend such action. The Indemnitor shall be entitled to control the defense of any Third Party Claim, at its expense, provided that any such Third Party Claim relates to the date on which ownership of any Purchased Assets, or their use, Acquiror shall be entitled to control the Liquidated Claim Notice is givendefense of any such Third Party claim, at Seller’s expense. Any Claim Response The Indemnitee under this Section 9.1(c) shall specify whether or not cooperate fully with the Indemnitor giving and its legal representatives in the investigation of any Action with respect to a Third Party Claim Response disputes covered by this indemnification. The Indemnitor shall conduct the claim defense of such Action and shall keep the Indemnitee, reasonably informed of the status of such Action. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any Action with respect to any Third Party Claim. The Indemnitee shall be entitled to participate in any such defense at its sole cost and expense, subject to the obligation of Seller to pay expenses as described in the Claim Noticethird sentence above. If any Indemnitor fails to give a Claim Response within the Response Period, such The Indemnitor shall seek the prior written consent of the Indemnitee (which consent shall not be deemed not to dispute the claim described unreasonably withheld, conditioned or delayed) in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance connection with the terms hereof Indemnitor’s settlement or otherwise, then the amount compromise of any such claim shall be conclusively deemed to be an obligation of such Indemnitor.third party Action. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

Procedure for Claims. (a) Any person who Indemnified Buyer Party or any Indemnified Seller Party that desires to seek indemnification under any part of this Section 18 10 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below"). Such notice Claim Notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which or whom a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Article VII (other than a third-party claim covered by Section 18 7.3(b) below) shall deliver to the Stockholder Representative a certificate (each, an “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) shall give written notice specifying in reasonable detail (a “Claim Notice”) the facts pertinent to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) such claim(s), the individual items of Losses included in the amount so stated and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known basis for indemnification to be invokedwhich such item is related, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as (C) demanding payment of the date Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claim Notice, Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall estimate deliver to the amount Escrow Agent, within three (3) Business Days following delivery of the claim in response, a written notice executed by both such parties instructing the Claim NoticeEscrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but also specify therein that not all, of the claim has not yet been liquidated Claimed Amount (an the “Unliquidated ClaimAgreed Amount”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, ) (in which case the Stockholder Representative and the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise deliver to the claim becomes finally resolvedEscrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect shall use good faith efforts to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, resolve such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with Section 7.3(c) below. Failure of the terms hereof or otherwise, then the amount of such claim Stockholder Representative to timely respond in writing shall be conclusively deemed treated as agreement that the Indemnified Party is entitled to be an obligation of such Indemnitorthe Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Article VI (other than a third-party claim covered by Section 18 6.3(b) below) shall deliver to the Stockholder Representative a certificate (each, an “Officer’s Certificate”) signed by any officer of Blackbaud (or another Indemnified Party) (A) stating that Blackbaud (or such other Indemnified Party) has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) shall give written notice specifying in reasonable detail (a “Claim Notice”) the facts pertinent to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) such claim(s), the individual items of Losses included in the amount so stated and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known basis for indemnification to be invokedwhich such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall specify deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case Blackbaud shall reduce the Escrow Amount by an amount thereofequal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case Blackbaud shall reduce the Escrow Amount by the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the matter to which a claim relates shall not have been resolved as Stockholder Representative in such response contests the payment of all or part of the date of Claimed Amount, then the Claim Notice, Stockholder Representative and the Indemnified Party shall estimate the amount use good faith efforts to resolve such dispute in accordance with Section 6.3(c) below. Failure of the claim Stockholder Representative to timely respond in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response writing in accordance with the terms hereof or otherwise, then the amount second sentence of such claim this Section 6.3(a) shall be conclusively deemed treated as agreement that the Indemnified Party is entitled to be an obligation all of such Indemnitorthe Claimed Amount.

Procedure for Claims. (a) Any person Person who desires to seek indemnification under any part of this Section 18 Article 8 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party Party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the indemnification claim and the parties known to be invoked, and shall specify the amount thereof, provided that the amount specified in any Claim Notice with respect to the breach of any representation or warranty must exceed $25,000 in order for the claim to be valid and count towards the Deductible Amount. The Indemnified Party shall deliver the Claim Notice as promptly as practicable after the Indemnified Party first learns of the underlying claim or, in the case of an Action, promptly following institution of the Action, as set forth in Section 8.5. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any each Indemnified Party that has given a such Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the validity or amount of the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If Notwithstanding anything herein to the contrary, failure by an Indemnified Party to provide a Claim Notice within the time periods specified in this Section 8.3(a) shall not relieve any Indemnitor elects not of its obligations under Section 8.1 or 8.2, as applicable, except to dispute the extent that such failure has a claim described in a Claim Notice, whether by failing material adverse impact on the ability of the Indemnitor to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of defend such claim shall be conclusively deemed to be an obligation of such Indemnitorclaim.

Procedure for Claims. (a) Any person Person who desires to seek indemnification under any part of this Section 18 SECTION 9 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party Party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined belowin SECTION 9.4). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given given, or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is first given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under this Article VI shall deliver to the Indemnifying Party a written notice (a "CLAIM NOTICE") which contains (i) a description and the amount (the "CLAIMED AMOUNT") of any part of this Section 18 (each, an “Damages incurred by the Indemnified Party”, (ii) shall give written notice in a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature explanation of the claim and the parties known to be invokedbasis therefor, and shall specify (iii) a demand for payment in the amount thereofof such Damages. If the matter to which Within 20 days after delivery of a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party shall estimate a written response in which the amount Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the claim Claimed Amount (in which case such response shall be accompanied by a payment by the Claim NoticeIndemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but also specify therein not all, of the Claimed Amount (the "AGREED AMOUNT") (in which case 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), or (III) contest that the claim has not yet been liquidated (an “Unliquidated Claim”)Indemnified Party is entitled to receive any of the Claimed Amount. If an Indemnified the Indemnifying Party gives a Claim Notice for an Unliquidated Claimin such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days after following the matter giving rise to delivery by the claim becomes finally resolvedIndemnifying Party of such response, the Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 11.12.

Procedure for Claims. (a) Any person who desires A Person entitled to seek indemnification under any part of this Section 18 Article 10 (each, an “Indemnified Party”) shall give wishing to assert a claim for indemnification under this Article 10 must deliver to the Person from whom indemnification is sought (the “Indemnifying Party”) a written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible that states (i) in reasonable detail the facts constituting the basis for indemnification hereunder the Damages claimed and (an ii) the amount (the “IndemnitorClaim Amount”) and of any Damages claimed by the Deposit Holder prior Indemnified Party, to any applicable Expiration Date (as defined below)the extent then known. Such notice shall briefly explain the nature Within 30 days after delivery of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Indemnifying Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, must deliver to the Indemnified Party shall also give a second written response in which the Indemnifying Party must (A) agree that the Indemnified Party is entitled to receive all of the Claim Notice Amount (in which case such response will, if Buyer is the Indemnified Party, be accompanied by instructions from the Indemnifying Party to the Escrow Agent to pay Buyer the Claim Amount from the Indemnification Escrow Fund), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Liquidated Claim NoticeAgreed Amount”) (in which case such response will, if Buyer is the Indemnified Party, be accompanied by instruction from the Indemnifying Party to the Escrow Agent to pay Buyer the Agreed Amount from the Indemnification Escrow Fund), 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 will use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days after following the matter giving rise to delivery by the claim becomes finally resolvedIndemnifying Party of such response, the Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given will each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 11.6.

Procedure for Claims. (a) Any person who desires Notwithstanding anything to seek indemnification under any part of this Section 18 the contrary herein, no Indemnified Acquiror Party or Indemnified Seller Party (each, an “Indemnified Party”) shall give be entitled to indemnification under this Article 10 (or to exercise its set-off rights, as applicable, pursuant to Section 10.7) unless it has delivered written notice in reasonable detail (a “Claim Notice”) to each Acquiror (in the event that indemnification is sought from Acquiror) or the Member Representative (in the event that indemnification is sought from the Members), as the case may be (such party responsible or alleged to be responsible for from whom indemnification hereunder (is sought, an “Indemnitor”), prior to the expiration of the applicable survival period, if any, set forth in Section 10.6, setting forth (i) the subsection of Article 10 such claim is based upon and, if based upon an alleged breach of representation and warranty, the specific representation and warranty alleged to have been breached, and, if based upon an alleged breach of covenant, the specific covenant or agreement alleged to have been breached; (ii) a detailed description of the facts and circumstances giving rise to the indemnification obligation; (iii) the aggregate dollar amount of the Damages that have been incurred by such Parent Indemnitee or if unknown a good faith estimate of such Damages (the aggregate amount of such estimate being referred to as the “Claimed Amount” ); and (iv) in the event of a Third Party Claim, a copy of such Third Party Claim (if available) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature a description of the claim and the parties known to be invoked, and shall specify the amount thereofbasis for such Third Party Claim. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate in good faith the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 sixty (60) days after the matter giving rise to the claim becomes finally resolvedresolved and the amount of identifiable Damages can be determined, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who If an indemnified party desires to seek indemnification under any part of this Section 18 8.1 or 8.2 (eachsuch party, an “the "Indemnified Party”) "), the Indemnified Party shall give written notice to the indemnifying party (the "Indemnifying Party") by sending such party a claim notice (a "Claim Notice") prior to the applicable Expiration Date specified below, which notice shall describe in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in Damages incurred by the Indemnified Party. If (i) the Claim Notice, but also specify therein that Notice is being sent under Section 8.1 and (ii) the claim has Indemnification Escrow Funds have not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimreleased in full pursuant to the Escrow Agreement, the Indemnified Party shall also give send a second copy of the Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolvedEscrow Agent, and such notice shall state that the second Claim Notice shall specify claim is being made against the amount of Indemnification Escrow Funds only (i.e., not against the claimWorking Capital Adjustment Escrow Funds). Each Indemnitor to which a Claim Notice is given The Indemnifying Party shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days Business Days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a received by the Indemnifying Party. Any Claim Notice is first or Claim Response shall be given in accordance with respect to an Unliquidated Claimthe notice requirements set forth in Section 10.8, the date on which the Liquidated Claim Notice is given. Any and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the related Claim NoticeNotice is disputed. If any Indemnitor the Buyer shall be the Indemnified Party with respect to a claim under Section 8.1, it shall first request payment of the related Damages from the Indemnification Escrow Funds under the Escrow Agreement, but only to the extent that the Indemnification Escrow Funds are then being held by the Escrow Agent and are not subject to other claims for indemnification in excess of the amount of such funds, and thereafter the Buyer shall be entitled to payment directly from the Seller. If the Indemnifying Party fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed Period or does not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall Indemnified Party may pursue whatever legal remedies may be conclusively deemed available to be an obligation of such Indemnitorrecover the Damages as to which the Indemnified Party is seeking indemnification.

Procedure for Claims. (a) Any person who Person that desires to seek indemnification under any part of this Section 18 10 (each, an “Indemnified Party”"INDEMNIFIED PARTY") shall give written notice in reasonable detail (a “Claim Notice”"CLAIM NOTICE") to each party Party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”"INDEMNITOR") and the Deposit Holder prior to any applicable Expiration Date (as defined below)specified below in Section 10.4. Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”"UNLIQUIDATED CLAIM"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”"LIQUIDATED CLAIM NOTICE") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each The Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”"CLAIM RESPONSE") within 30 20 days (the “Response Period”"RESPONSE PERIOD") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. If any Indemnitor shall be obligated to indemnify an Indemnified Party hereunder, such Indemnitor shall pay to such Indemnified Party within 30 days after the last day of the Response Period the amount to which such Indemnified Party shall be entitled. If a Indemnified Buyer Party shall be the Indemnified Party with respect to a claim under Section 10.1, the Indemnified Buyer Party shall be entitled to payment directly from the Sellers. If there shall be a dispute as to the amount or manner of indemnification under this Section 10, the Indemnified Party may pursue whatever legal remedies may be available for recovery of the Damages claimed from any Indemnitor. If any Indemnitor fails to pay all or part of any indemnification obligation when due, then such Indemnitor shall also be obligated to pay to the applicable Indemnified Party interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate equal to the Barclay's Rate plus 5%, and the Barclay's Rate in effect on the first xxxxxxxx day of each calendar quxxxxx xxxll apply to the amount of the unpaid obligation during such calendar quarter.

Procedure for Claims. (a) Any person Person who desires to seek indemnification under any part of this Section 18 SECTION 9 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party Party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and in the Deposit Holder case of an Indemnified party the Escrow Agent prior to any applicable Expiration Date (as defined belowin SECTION 9.4). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall be given in accordance with SECTION 12 and shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall be given in accordance with SECTION 12 and shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (ai) Any person who desires In the event that a Parent Indemnified Party may have a right to seek indemnification under any part this ARTICLE VII (though with respect to Third-Party Claims, additionally subject to the terms and conditions set forth in Section 7.4(b) below), then Parent (on behalf of this Section 18 (each, an “such Parent Indemnified Party”) shall give written notice in reasonable detail deliver to the Stockholders’ Representative a certificate (a “Claim NoticeCertificate”) (with contemporaneous delivery to each party responsible the Escrow Agent) (i) stating that a Parent Indemnified Party has suffered or alleged incurred, or reasonably anticipates that it may suffer or incur and/or was required under GAAP to be responsible reserve or accrue, Losses, including the amount thereof, and (ii) specifying in reasonable detail the basis for indemnification hereunder (an “Indemnitor”) the claim(s), as well as the individual items of such Losses included in the amount so stated and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim relating thereto (which, if not determinable at such time, may be a reasonable good faith estimate thereof) (the aggregate amount of such Losses in a Claim Certificate being referred to as the “Claimed Amount”). The Stockholders’ Representative shall have thirty (30) days after receipt of a Claim Certificate to deliver to Parent a certificate (an “Objection Certificate”) (with contemporaneous delivery to the Escrow Agent), pursuant to which the Stockholders’ Representative shall, on behalf of the Indemnifying Parties: (A) agree that the Parent Indemnified Party is entitled to receive all of the Claimed Amount (in which case, if requested by Parent, Parent and the Stockholders’ Representative shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the Objection Certificate, a written notice executed by both such parties known instructing the Escrow Agent to distribute to Parent, out of the Escrow Fund, an amount equal to the Claimed Amount or the applicable portion thereof as determined by Parent, and, if in whole or in part against the Indemnifying Parties, the Indemnifying Parties shall promptly cause to be invokedpaid to Parent an amount equal to the product of (x) such Indemnifying Party’s Pro Rata Portion, multiplied by (y) the Claimed Amount (subject to the limitations set forth in this ARTICLE VII), (B) agree that the Parent Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case, if requested by Parent, Parent and the Stockholders’ Representative shall specify deliver to the Escrow Agent, within three (3) Business Days following delivery of the Objection Certificate, a written notice executed by both such parties instructing the Escrow Agent to distribute to Parent, out of the Escrow Fund, an amount thereofequal to the Agreed Amount or the applicable portion thereof as determined by Parent, and, if in whole or in part against the Indemnifying Parties, the Indemnifying Parties shall promptly cause to be paid to Parent an amount equal to the product of (x) such Indemnifying Party’s Pro Rata Portion, multiplied by (y) the Agreed Amount (subject to the limitations set forth in this ARTICLE VII)), or (C) contest that the Indemnified Party is entitled to receive any of the Claimed Amount and specify, in reasonable detail based on the information then known, any objections to the claims in such Claim Certificate or the Claimed Amount. If the matter Stockholders’ Representative fails to which a claim relates shall not have been resolved as deliver an Objection Certificate within thirty (30) days after receipt of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwiseCertificate, then the amount of such claim Stockholders’ Representative shall be conclusively deemed deemed, for and on behalf of the Indemnifying Parties, to agree that the Parent Indemnified Party is entitled to receive all of the Claimed Amount (in which case, if requested by Parent, Parent and the Stockholders’ Representative shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the Objection Certificate, a written notice executed by both such parties instructing the Escrow Agent to distribute to Parent, out of the Escrow Fund, an amount equal to the Claimed Amount or the applicable portion thereof as determined by Parent, and, if in whole or in part against the Indemnifying Parties, the Indemnifying Parties shall promptly cause to be paid to Parent an obligation amount equal to the product of (x) such IndemnitorIndemnifying Party’s Pro Rata Portion, multiplied by (y) the Claimed Amount (subject to the applicable limitations contained herein)).

Procedure for Claims. If a claim for Damages (aa "CLAIM") Any person who desires is to seek be made by a VerticalNet Indemnified Party or a Converge Indemnified Party entitled to indemnification under any part of this Section 18 hereunder, the Person claiming such indemnification (each, an “Indemnified Party”the "CLAIMING PARTY") shall give written notice in reasonable detail (a “Claim Notice”"CLAIM NOTICE") to each the indemnifying Person (the "INDEMNIFYING PARTY") promptly after the Claiming Party becomes aware of any fact, condition or event which gives rise to Damages for which indemnification may be sought under this Section 11.2. The failure of any Claiming Party to give timely notice hereunder shall not affect rights to indemnification hereunder unless the rights of or remedies available to the Indemnifying Party are prejudiced by such failure, and then only to the extent thereof. In the event that fact or circumstance gives rise to a breach of more than one representation or warranty by an Indemnifying Party, the Claiming Party shall only be entitled to a make a Claim under one such representation or warranty and shall not have the right to make a Claim under any other representation or warranty at any time. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit, other legal action or alleged otherwise, a "THIRD-PARTY CLAIM"), if the Indemnifying Party shall acknowledge in writing to the Claiming Party that the Indemnifying Party shall be obligated to indemnify the Claiming Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (i) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (A) to take control of the defense and investigation of such Third-Party Claim and (B) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including employing and engaging attorneys of its own choice reasonably acceptable to the Claiming Party to handle and defend the same, and (ii) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Claiming Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 11.2(b), the Claiming Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named Persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Claiming Party and the parties known Claiming Party has been advised in writing by counsel that there may be one or more legal defenses available to such Claiming Party that are different from or additional to those available to the Indemnifying Party, the Claiming Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to retain one firm of separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 11.2(b) within 10 Business Days after receipt of the Claim Notice, the Indemnified Claiming Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim in Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the Claim Noticewritten consent of the Indemnifying Party, but also specify therein that which consent shall not be unreasonably withheld. In the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified event the Indemnifying Party gives a Claim Notice for an Unliquidated Claim, assumes the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount defense of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which Indemnifying Party shall keep the Liquidated Claim Notice is given. Any Claim Response shall specify whether Claiming Party reasonably informed of the progress of any such defense, compromise or not the Indemnitor giving the Claim Response disputes the claim described settlement, and in the Claim Noticeevent the Claiming Party assumes the defense of the claim, the Claiming Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor The Indemnifying Party shall be deemed not to dispute the claim described in the related Claim Notice. If liable for any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.settlement of

Procedure for Claims. (a) Any person who desires to seek indemnification under any part The provisions of this Section 18 6.4 shall govern any claim for indemnification by the Corporation pursuant to Section 6.3 or by the Stockholder pursuant to Section 6.2 (eacheach such indemnified party an "Indemnitee) against the party or parties required to provide indemnification hereunder (the "Indemnitor"). If any dispute or claim shall arise in respect of the enforcement or interpretation of Section 6.2 or 6.3, an “Indemnified Party”) then the Indemnitee shall give written notice to the Indemnitor describing such dispute or claim in reasonable detail (a “Claim Notice”) detail. The Indemnitee shall be entitled to each party responsible or alleged give such notice prior to be responsible the establishment of the amount of its losses, damages and expenses and to supplement its claim from time to time thereafter by further notices as they are established. The Indemnitor shall respond to such claim for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature within 30 business days after receipt of the claim stating its acceptance or objection to the indemnification claim and the parties known to be invoked, and shall specify the amount thereofexplaining its position in respect thereto in reasonable detail. If the matter Indemnitor does not timely so respond, it will be deemed to which a have accepted the Indemnitee's indemnification claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim specified in the Claim Notice, but also specify therein that notice given by the claim has not yet been liquidated (an “Unliquidated Claim”)Indemnitee. If an Indemnified Party the Indemnitor gives a Claim Notice for an Unliquidated Claimtimely notice of acceptance or is otherwise deemed to have accepted the indemnification claim, the Indemnified Party it shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after cure the matter giving rise to the claim becomes finally resolved, and to the second Claim Notice shall specify the amount sole satisfaction of the claimIndemnitee as promptly as possible. Each If the Indemnitor gives a timely objection notice, then the parties shall negotiate in good faith to attempt to resolve the dispute. Upon the expiration of 20 business days from the objection notice or such longer period as to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving and Indemnitee may agree, if the Claim Response disputes the claim described parties have not resolved their dispute, then such dispute shall be arbitrated before three arbitrators in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response PeriodCounty of Suffolk, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim NoticeNew York, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then Commercial Rules of the amount American Arbitration Association. The award of such claim the arbitrators shall be conclusively deemed final, binding and conclusive on the parties. Judgment upon the award by the arbitrators may be entered in any court having jurisdiction. The costs of any such arbitration shall be paid as directed by the arbitrators and, to the extent not so directed, shall be an obligation shared equally by the parties. Any claim made hereunder by any Indemnities shall not be subject to any defense, set-off or counterclaim of such the Indemnitor.

Procedure for Claims. A Party required to make an indemnification payment pursuant to this Agreement (a"Indemnifying Party") Any person who desires shall have no liability with respect to seek any claim or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification under any part of this Section 18 payment (each, an “"Indemnified Party”") shall give written gives notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Indemnifying Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of specifying (i) the date that the Claim Notice is given covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) if a Claim Notice is first given with respect to an Unliquidated Claimin reasonable detail, the date on which nature and dollar amount of any Claim the Liquidated Claim Notice is given. Any Claim Response shall specify Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Indemnitor giving Claim is a Claim by a person, firm, corporation or government entity other than a party hereto or any affiliate of such party ("Third-Party Claims"). With respect to Third-Party Claims, an Indemnified Party (a) shall give the Indemnifying Party prompt notice of any Third-Party Claim, (b) prior to taking any action with respect to such Third-Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third-Party Claim, (c) shall not consent to any settlement or compromise of the Third-Party Claim Response disputes without the claim described written consent of the Indemnifying Party (which consent, unless the Indemnifying Party has elected to assume the exclusive defense of such Claim, shall not be unreasonably withheld or delayed) and (d) shall permit the Indemnifying Party, with the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, if it so elects, to assume the exclusive defense of such Third-Party Claim (including, except as provided in the last sentence of this Section 8.3, the compromise or settlement thereof) at its own cost and expense. The Indemnifying Party will not compromise or settle any Third-Party Claim Notice. If any Indemnitor fails to give a Claim Response within without the Response Period, writte consent of the Indemnified Party if the relief provided is other than monetary damages and such Indemnitor shall be deemed not to dispute relief would materially adversely affect the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such IndemnitorIndemnified Party.

Procedure for Claims. If a claim for Damages (aa "Claim") Any is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each the indemnifying person (the "Indemnifying Party") promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2; provided, that if the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided further, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Agent. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit, other legal action or alleged otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to retain one firm of separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 10.2 within ten (10) calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 10.2 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (a) Any person Person who desires to seek indemnification under any part of this Section 18 SECTION 11 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party Party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder Escrow Agent prior to any applicable Expiration Date (as defined belowin SECTION 11.4). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) a Any person who Person that desires to seek indemnification under any part of this Section 18 11 (each, an “Indemnified Party”"INDEMNIFIED PARTY") shall give written notice in reasonable detail (a “Claim Notice”"CLAIM NOTICE") to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”"INDEMNITOR") and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”"UNLIQUIDATED CLAIM"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”"LIQUIDATED CLAIM NOTICE") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”"CLAIM RESPONSE") within 30 20 days (the “Response Period”"RESPONSE PERIOD") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. For the purposes of the immediately preceding sentence, an Indemnitor's failure to give a timely Claim Response shall not be deemed an election not to dispute a Claim Notice unless the Indemnified Party shall have given an additional Claim Notice after expiration of the Response Period and another 20 days after the date on which the Indemnified Party shall have given such additional Claim Notice shall have expired without the Indemnitor's having given a Response Notice within such period.

Procedure for Claims. (a) Any person who An Indemnified Party that desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) 10 shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 20 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. If a claim for indemnification pursuant to Section 10.2 (aa "Claim") Any person who desires is to seek be made by a Parent Indemnified Party entitled to indemnification under any part of this Section 18 hereunder, the Parent Indemnified Party claiming such indemnification (each, an “the "Indemnified Party”") shall give written notice (a "Claim Notice") to the Stockholder Representative promptly after the Indemnified Party becomes aware of any fact, condition or event which the Company reasonably anticipates may give rise to Damages for which indemnification may be sought under this Section 10.2, and such Claim Notice shall specify in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible the individual items of Damages, the basis for indemnification hereunder (an “Indemnitor”) the anticipated liability and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the breach of representation, warranty, covenant or agreement giving rise to such Damages. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party is damaged or prejudiced in any material respect by such failure, and then only to the extent thereof. In the case of a Claim brought pursuant to Section 10.2(a)(i) involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, but not including any Tax Contest, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Stockholder Representative shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Stockholder Representative shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Stockholder Representative elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the parties known Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnified Party's cost, risk and shall specify the amount thereofexpense (if such Claim represents Damages for which indemnification is due), to retain one firm of separate counsel of its own choosing. If the matter Stockholder Representative fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 10.2(b) within fifteen (15) calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Stockholder Representative) have the right to undertake, at the Indemnifying Party's cost, risk and expense (if such Claim represents Damages for which indemnification is due), the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Stockholder Representative, which consent shall not be unreasonably withheld. In the event the Stockholder Representative assumes the defense of the claim, the Stockholder Representative shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second Claim Notice (keep the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount Stockholder Representative reasonably informed of the claimprogress of any such defense, compromise or settlement. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified The Indemnifying Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not liable for any settlement of any Third-Party Claim effected pursuant to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response and in accordance with the terms hereof or otherwise, then the amount this Section 10.2(b) and for any final judgment (subject to any right of such claim shall be conclusively deemed to be an obligation of such Indemnitorappeal).

Procedure for Claims. (a) Any person who desires In the event that any claim or demand for which an Indemnifying Party would be liable to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) shall give written notice in reasonable detail (Party hereunder is asserted against an Indemnified Party by a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Noticethird party, the Indemnified Party shall estimate promptly (but in no event later than ten (10) days alter notice thereof) notify the Indemnifying Party of such claim or demand (the “Claim Notice”), specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”or demand). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified The Indemnifying Party shall also give a second have ten (10) days from the receipt of the Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after to notify the later of Indemnified Party (x) whether the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party hereunder for Losses with respect to such claim or demand and (y) if so, whether the Indemnifying Party desires to defend against such claim or demand, provided that the Indemnified Party is hereby authorized (but not obligated) prior to and during the Notice Period to file any motion, answer or other pleading and to take any other action which the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party’s interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does acknowledge its obligation to indemnify hereunder and desires to defend the Indemnified Party against, such claim or demand then, except as hereinafter provided, the Indemnifying Party shall have the right to defend (with counsel reasonably satisfactory to the Indemnified Party) such claim or demand; provided that, (i) unless the date that Indemnified Party otherwise agrees in writing, the Claim Notice is given Indemnifying Party may not settle any matter (in whole or in part) unless such settlement (A) involves only money damages and (B) includes a complete and unconditional release of the Indemnified Party and does not include any future obligations (other than standard confidentiality provisions regarding the terms of the settlement), (ii) the Indemnifying Party conducts the defense actively and diligently (in the reasonable opinion of the Indemnified Party), (iii) the Indemnified Party concludes, on the advice of counsel, that there is no conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense and (iv) the Indemnifying Party provides the Indemnified Party with adequate reassurance (acceptable to the Indemnified Party in its sole discretion) that the Indemnifying Party has or will have financial resources necessary to defend against such claim or demand and fulfill its indemnification obligations hereunder. In the event that the foregoing conditions are met, if a Claim Notice is first given with respect the Indemnified Party desires to an Unliquidated Claimparticipate in, but not control, any such defense or settlement, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim NoticeIndemnified Party may do so at its sole cost and expense. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor Indemnifying Party elects not to dispute a to, or cannot meet the above conditions in order to, defend the Indemnified Party against such claim described in a Claim Noticeor demand, whether by failing to give a not giving the Indemnified Party timely Claim Response in accordance with the terms hereof notice as provided above or otherwise, then the Indemnified Party may, without waiving any rights against the Indemnifying Party, settle or defend against any such claim in the Indemnified Party’s sole discretion and, if it is ultimately determined that the Indemnifying Party is responsible therefor under this Article VII, then the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of such any settlement or judgment and all indemnifiable costs and expenses of the Indemnified Party with respect thereto, including fees and expenses of counsel, expert witness fees and expenses and other costs incurred by the Indemnified Party in defending the claim shall be conclusively deemed to be an obligation of such Indemnitoror demand.

Procedure for Claims. If a claim for Damages (aa "CLAIM") Any is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “Indemnified Party”the "INDEMNIFIED PARTY") shall give written notice in reasonable detail (a “Claim Notice”"CLAIM NOTICE") to each the indemnifying person (the "INDEMNIFYING PARTY") promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 9.2 PROVIDED, that if the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Representative; and PROVIDED FURTHER, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Representative. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit, other legal action or alleged otherwise, a "THIRD-PARTY CLAIM"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 9.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; PROVIDED that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to retain one firm of separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 9.2 within ten (10) calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; PROVIDED that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 9.2 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. If a claim for Losses (aan "Indemnified Claim") Any is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each the indemnifying person (the "Indemnifying Party") as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event when may give rise to Losses for which indemnification may be sought under this Section 6. In the case of an Indemnified Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a "Third-Party Claim"), (a) the Indemnifying Party shall be entitled, if it so elects, at its own cost, risk and expense (i) to take control of the defense and investigation of such Third-Party Claim, and (ii) to pursue the defense thereof by appropriate actions or proceedings, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (b) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) and unreasonably withheld. In the Deposit Holder prior event the Indemnifying Party elects to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature assume control of the claim defense and investigation of such lawsuit or other legal action in accordance with this Section 6.2, the parties known to be invokedIndemnified Party may, at its own cost and shall specify expense, participate in the amount thereofinvestigation, trial and defense of such Third-Party Claim. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section within 30 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 6 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (from and against any and all Losses incurred by the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether Indemnified Party by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. If a claim for Damages (aa "Claim") Any is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”) "), shall give written notice specifying in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of any such Claim (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 9.2. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense (1) to take control of the parties known defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be invokedunreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 9.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim. So long as the Indemnifying Party is defending in good faith any such Third-Party Claim, the Indemnified Party shall not settle or compromise such Third-Party Claim. The Indemnified Party shall make available to the Indemnifying Party or its Representatives all records and other materials reasonably required by them for their use in contesting any Third-Party Claim and shall specify cooperate fully with the amount thereofIndemnifying Party in the defense of all such Claims. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 9.2 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second Claim Notice (keep the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount Indemnifying Party reasonably informed of the claimprogress of any such defense, compromise or settlement. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified The Indemnifying Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not liable for any settlement of any Third-Party Claim effected pursuant to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response and in accordance with the terms hereof or otherwise, then the amount this Section 9.2 and for any final judgment (subject to any right of such claim shall be conclusively deemed to be an obligation of such Indemnitorappeal).

Procedure for Claims. (a) Any person who Person that desires to seek indemnification under any part provision of this Section 18 Article IX or any other provision of this Agreement providing for indemnification (other than Article VIII) (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice Claim Notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Any failure to give a Claim Notice in a timely manner pursuant to this Section 9.4(a) shall not limit the obligation of the Indemnitor under this Article IX, except to the extent such Indemnitor is prejudiced thereby and except as otherwise provided in Section 9.7. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 thirty (30) days (the “Response Period”) after the later of (ia) the date that the Claim Notice is given or (iib) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice, Liquidated Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice, if applicable, or Liquidated Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, if applicable, or Liquidated Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. If the Indemnitor notifies the Indemnified Party in the Claim Response that it disputes the claim made by the Indemnified Party, then the Indemnitor and the Indemnified Party shall endeavor in good faith for a period of thirty (30) days to settle and compromise such claim, and if unable to agree on any settlement or compromise, such claim for indemnification shall be settled by mediation and arbitration in accordance with the provisions of Section 10.1 of this Agreement, and any Loss established by reason of such settlement, compromise or arbitration shall be deemed to be finally determined.

Procedure for Claims. (a) Any person who desires A Person entitled to seek indemnification under any part of this Section 18 Article X (each, an “Indemnified Party”) wishing to assert a claim for indemnification under this Article X (including a claim to which the Threshold would apply) (a “Claim”) shall give deliver to the Person from whom indemnification is sought (the “Indemnifying Party”) a written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible that (i) states in reasonable detail the facts constituting the basis for indemnification hereunder the Claim and the Damages claimed, (an ii) states the amount (the “IndemnitorClaim Amount”) of any Damages claimed by the Indemnified Party, to the extent then known, (iii) states that the Indemnified Party is entitled to indemnification under this Article X and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature set forth a reasonable explanation of the claim and the parties known to be invokedbasis therefor, and shall specify (iv) includes a demand for payment in the amount thereofof such Damages. If the matter to which Within 30 days after delivery of a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall estimate (A) agree that the amount Indemnified Party is entitled to receive all of the claim in Claim Amount, (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim NoticeAmount (the “Agreed Amount”), but also specify therein or (C) contest that the claim has not yet been liquidated (an “Unliquidated Claim”)Indemnified Party is entitled to receive any of the Claim Amount. If an Indemnified the Indemnifying Party gives a in such response contests the payment of all or part of the Claim Notice for an Unliquidated ClaimAmount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice 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 “Liquidated Claim NoticeResolution Period”) within 60 days after ), the matter giving rise to the claim becomes finally resolved, Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 11.10.

Procedure for Claims. (a) Any person who desires A Person entitled to seek indemnification under any part of this Section 18 Article 10 (each, an “Indemnified Party”) shall give wishing to assert a claim for indemnification under this Article 10 must deliver to the person from whom indemnification is sought (the “Indemnifying Party”) a written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible that states (i) in reasonable detail the facts constituting the basis for indemnification hereunder the Damages claimed and (an ii) the amount (the “IndemnitorClaim Amount”) and of any Damages claimed by the Deposit Holder prior Indemnified Party, to any applicable Expiration Date (as defined below)the extent then known. Such notice shall briefly explain the nature Within 30 days after delivery of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Indemnifying Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, must deliver to the Indemnified Party shall also give a second written response in which the Indemnifying Party must (A) agree that the Indemnified Party is entitled to receive all of the Claim Notice Amount (in which case such response will, if Buyer is the Indemnified Party, be accompanied by instructions from the Indemnifying Party to the Escrow Agent to pay Buyer the Claim Amount from the funds held pursuant to the Escrow Agreement), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Liquidated Claim NoticeAgreed Amount”) (in which case such response will, if Buyer is the Indemnified Party, be accompanied by instruction from the Indemnifying Party to the Escrow Agent to pay Buyer the Agreed Amount from the funds held pursuant to the Escrow Agreement), 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 will use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days after following the matter giving rise to delivery by the claim becomes finally resolvedIndemnifying Party of such response, the Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given will each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 11.6.

Procedure for Claims. (a) Any person Person who desires to seek indemnification under any part of this Section 18 Article 11 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party Party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. If a claim for Damages (aa "Claim') Any is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”"), subject to clause (ii) below, shall give written notice in reasonable detail (a “"Claim Notice”") to each the indemnifying person (the "Indemnifying Party") as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 6.4. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate upon delivering notice to such effect to the amount Indemnifying Party have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 6.4 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part this ARTICLE IV (other than a claim for indemnification arising out of this Section 18 (each, an “Indemnified Party”a third-party claim) shall give written notice in reasonable detail (deliver to the Indemnifying Party a “Claim Notice”. Within thirty (30) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature days after delivery of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party shall estimate a written response in which the amount Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the claim Claimed Amount (in which case such response shall be accompanied by a payment by the Claim NoticeIndemnifying Party to the Indemnified Party of the Claimed Amount, but also specify therein by check or by wire transfer), (ii) agree that the claim has not yet been liquidated Indemnified Party is entitled to receive the Agreed Amount (an “Unliquidated Claim”)in which case 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) or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If an the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount and the Indemnified Party gives a Claim Notice for an Unliquidated Claimdisputes such response, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice use good faith efforts to resolve such dispute. If such dispute is not resolved within sixty (60) days following the “Liquidated Claim Notice”) within 60 days after delivery by the matter giving rise to Indemnifying Party of such response, the claim becomes finally resolved, Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 9.11.

Procedure for Claims. (a) Any person who A Party that desires to seek indemnification under any part of this Section 18 10 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. If any member of the PDVSA-PG Group, Seller Group or Buyer Group, as the case may be, (aan "Indemnitee") Any person who desires to seek assert a claim for indemnification under any part this Agreement, such Indemnitee shall promptly notify the Party from which the indemnity is sought (the "Indemnifying Party") of this Section 18 (eachsuch claim, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain specifying the nature of the such claim and the parties known amount or the estimated amount thereof with reasonably detailed particulars to be invokedthe extent then feasible, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as be conclusive of the date final amount of such claim (the "Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”"Notice Period") within 60 days after to notify the matter giving rise Indemnitee whether or not it disputes its liability to the Indemnitee with respect to such claim becomes finally resolvedand, if it does not dispute its liability with respect to such claim, whether or not it desires, at its sole cost and expense, to defend the Indemnitee against such claim; provided, however, that the Indemnitee is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnitee within the Notice Period that it does not dispute such liability and desires to defend against such claim, the Indemnifying Party shall have the right to defend, by appropriate proceedings, against any such claim and to employ counsel of its choice, and the second Claim Notice Indemnitee shall specify not settle or otherwise voluntarily satisfy such claim without the amount prior written consent of the claimIndemnifying Party. Each Indemnitor If the Indemnitee desires to which a Claim Notice is given shall respond to participate in, but not control, any Indemnified such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given disputes its liability with respect to an Unliquidated Claimsuch claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Noticedefend against such claim, whether by failing to give a not giving timely Claim Response in accordance with the terms hereof notice as provided above or otherwise, then the amount of Indemnitee shall defend such claim shall be conclusively deemed to be an obligation of such Indemnitorin good faith.

Procedure for Claims. If a claim for Damages (aa "Claim") Any is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”"), subject to clause (ii) below, shall give written notice in reasonable detail (a “"Claim Notice”") to each the indemnifying person (the "Indemnifying Party") as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 6.4. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure. Failure by the Indemnifying Party to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by the Indemnifying Party of responsibility to make payment pursuant thereto. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party"s cost, risk and shall specify the amount thereofexpense, to separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate upon delivering notice to such effect to the amount Indemnifying Party have the right to undertake, at the Indemnifying Party"s cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-party Claim Notice effected pursuant to and in accordance with this Section 6.4 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (a) Any person who An Indemnified Buyer Party or an Indemnified Seller Party that desires to seek indemnification under any part of this Section 18 10 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below"). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which or whom a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who desires In the event that a Parent Indemnified Party may have a right to seek indemnification under any part this Article VII (other than a Third-Party Claim covered by Section 7.5(b) below), then Parent (on behalf of this Section 18 (each, an “such Parent Indemnified Party”) shall give written notice in reasonable detail deliver to the Seller and the Escrow Agent (if applicable) a certificate (a “Claim NoticeCertificate”) (i) stating that a Parent Indemnified Party has suffered or incurred, or reasonably anticipates that it may suffer or incur, Losses, and (ii) specifying in reasonable detail the basis for the claim(s), as well as the Losses relating thereto (which, if not determinable at such time, may be a reasonable good faith estimate thereof) (the aggregate amount of such Losses in a Claim Certificate being referred to each party responsible or alleged as the “Claimed Amount”). The Seller shall have twenty (20) days after receipt of a Claim Certificate to be responsible for indemnification hereunder deliver to Parent and the Escrow Agent (if applicable) a certificate (an “IndemnitorObjection Certificate”), pursuant to which the Seller shall, on behalf of the Indemnifying Parties: (A) agree that the Parent Indemnified Party is entitled to receive all of the Claimed Amount (in which case, the Escrow Agent shall pay to Parent from the Escrow Account an amount equal to the Claimed Amount or the applicable portion thereof as determined by Parent, and to the extent the Claimed Amount is to be recovered in whole or in part directly from the Indemnifying Parties, the Indemnifying Parties shall promptly, but in no event later than five (5) Business Days, jointly and severally cause to be paid to Parent an amount equal to the Claimed Amount minus the portion of the Claimed Amount actually deducted from the Escrow Account); (B) agree that the Parent Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case, the Escrow Agent shall pay to Parent from the Escrow Account an amount equal to the Agreed Amount or the applicable portion thereof as determined by Parent, and to the Deposit Holder prior extent the Agreed Amount is to any applicable Expiration Date be recovered in whole or in part directly from the Indemnifying Parties, the Indemnifying Parties shall promptly, but in no event later than five (as defined below). Such notice shall briefly explain 5) Business Days, jointly and severally cause to be paid to Parent an amount equal to the nature Agreed Amount minus the portion of the claim Agreed Amount actually deducted from the Escrow Account); or (C) contest that the Parent Indemnified Party is entitled to receive any of the Claimed Amount and specify, in reasonable detail, any objections to the parties known to be invoked, and shall specify claims in such Claim Certificate or the amount thereofClaimed Amount. If the matter Seller fails to which deliver an Objection Certificate within twenty (20) days after receipt of a claim relates Claim Certificate, then the Seller shall not have been resolved as be deemed, for and on behalf of the date Indemnifying Parties, to agree that the Parent Indemnified Party is entitled to receive all of the Claim NoticeClaimed Amount (which deemed agreement shall be deemed final, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, binding and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given conclusive with respect to an Unliquidated Claimall of the Indemnifying Parties) (in which case, the date on which Escrow Agent shall pay to Parent from the Liquidated Claim Notice Escrow Account an amount equal to the Claimed Amount or the applicable portion thereof as determined by Parent, and to the extent the Claimed Amount is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be recovered in whole or in part directly from the Indemnifying Parties, the Indemnifying Parties shall promptly, but in no event later than five (5) Business Days, jointly and severally cause to be paid to Parent an obligation amount equal to the Claimed Amount minus the portion of such Indemnitorthe Claimed Amount actually deducted from the Escrow Account).

Procedure for Claims. (a) Any person Person who desires to seek indemnification under any part of this Section 18 11 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party Party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder Escrow Agent prior to any applicable Expiration Date (as defined belowin Section 11.4). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. If a claim for Damages (aa "Claim") Any is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “Indemnified Party”the "INDEMNIFIED PARTY") shall give written notice in reasonable detail (a “Claim Notice”"CLAIM NOTICE") to each the indemnifying person (the "INDEMNIFYING PARTY") as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 7.2. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a "THIRD-PARTY CLAIM"), (A) the Indemnified Party shall be entitled and, if it so elects, shall be obligated at the Indemnifying Party's cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnifying Party to handle and defend the same, and (B) the Indemnified Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnifying Party, such consent not to be responsible for indemnification hereunder unreasonably withheld. In the case of a Third-Party Claim, the Indemnified Party may, in lieu of assuming the defense of such Third-Party Claim, elect, by delivering a Claim Notice to the Indemnifying Party relating to such Third-Party Claim, to require the Indemnifying Party, at the Indemnifying Party's cost, risk and expense, (an “Indemnitor”1) to take control of the defense and investigation of such Third-Party Claim, (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (3) if the Indemnifying Party so desires, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnified Party elects that the Indemnifying Party assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 7.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of such Third-Party Claim in accordance with this Section 7.2 after receipt from the date Indemnified Party of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate at any time (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party in the Claim Noticemanner and subject to the provisions set forth above with respect to the control of such defense by the Indemnified Party. In the event the Indemnifying Party assumes the defense of the claim, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnifying Party shall keep the Indemnified Party gives a Claim Notice for an Unliquidated Claimreasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 7.2 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (a) Any person who desires If a claim by a third party is made against any indemnified party, and if the indemnified party intends to seek indemnification indemnity with respect thereto under any part of this Section 18 (eachArticle 9, an “Indemnified Party”) such indemnified party shall give promptly provide written notice in reasonable detail (a “Claim Notice”) to each the indemnifying party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invokedsuch claim, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate including the amount of the claim in to the Claim Noticeextent then known. With respect to claims for indemnification made under this Article 9, but also specify therein that other than claims with respect to the Specified Provisions, an indemnifying party shall be liable to an indemnified party only if such written notice of the claim has not yet been liquidated (an “Unliquidated Claim”)for indemnification is given by the indemnified party to the indemnifying party prior to the expiration of the Indemnity Period; with respect to claims under the Specified Provisions, such notice can be given at any time after the Effective Time. If an Indemnified Party gives a Claim Notice for an Unliquidated Claimsuch notice is timely given, the Indemnified Party indemnifying party's obligation to indemnify the indemnified party shall also give a second Claim Notice (survive the “Liquidated Claim Notice”) within 60 expiration of the Indemnity Period until resolved. If the indemnifying party hereunder is Xxxxxxxx Motorcoach or the Shareholders, references in this section 9.4 to actions to be taken by the indemnifying party shall mean and refer to the actions to be taken by the Shareholders collectively. The indemnifying party shall have 20 days after receipt of the matter giving rise above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (subject to the claim becomes finally resolvedconsent of the indemnified party, such consent not to be unreasonably withheld) and at its expense, the settlement or defense therefor, and the second Claim Notice indemnified party shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of cooperate with it in connection therewith; provided that: (i) the date that the Claim Notice is given or indemnifying party shall not thereby permit to exist any Lien upon any asset of any indemnified party, (ii) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, with the fees and expenses of such counsel to be borne by the indemnifying party only if and to the extent that such counsel is necessary by reason of a Claim Notice demonstrable conflict of interest, and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss (subject to the limitations contained in sections 9.2 and 9.3) resulting from such claim and all related expenses incurred by the indemnified party pursuant to this Article 9. So long as the indemnifying party is first given with respect to an Unliquidated Claimreasonably contesting any such claim in good faith, the date on which indemnified party shall not pay or settle any such claim. If the Liquidated Claim Notice is given. Any Claim Response indemnifying party does not notify the indemnified party within 20 days after receipt of the indemnified party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall specify whether have the right to contest, settle or not the Indemnitor giving the Claim Response disputes compromise the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within exercise of its exclusive discretion at the Response Period, such Indemnitor shall be deemed not to dispute expense of the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitorindemnifying party.

Procedure for Claims. (a) Any person who An Indemnified Party that desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) 9 shall give written notice in reasonable detail (a “"Claim Notice”") as soon as practicable to each the other party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and to the Deposit Holder Escrow Agent, prior to any applicable Expiration Date (as defined below)the expiration of the claim period specified above. Such notice Claim Notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each The Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such ofsuch claim shall be conclusively presumptively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who A Buyer Indemnified Party or a Seller Indemnified Party (each, an "Indemnified Party") that desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) 8 shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below"). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 20 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under this Article VI shall deliver to the Indemnifying Party a written notice (a "Claim Notice") which contains (i) a description and the amount (the "Claimed Amount") of any part of this Section 18 (each, an “Damages incurred by the Indemnified Party”, (ii) shall give written notice in a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature explanation of the claim and the parties known to be invokedbasis therefor, and shall specify (iii) a demand for payment in the amount thereofof such Damages. If the matter to which Within 20 days after delivery of a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case 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), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall estimate use good faith efforts to resolve such dispute. If such dispute is not resolved within 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. If a written notice does not state the amount of claimed, such omission will not preclude the Indemnified Party from recovering from the Indemnifying Party with respect to the claim described in such notice if the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”)Claimed Amount is promptly provided after it is determined. If an Indemnified Party gives a Claim Notice for an Unliquidated ClaimIn order to assert its right to indemnification under this Article VI, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise will not be required to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to provide any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described notice except as provided in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitorthis Section 6.3(b).

Procedure for Claims. (a) Any person who An Indemnified ACSYS Party or an Indemnified Seller Party that desires to seek indemnification under any part of this Section 18 Article X (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below"). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which or whom a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who Person that desires to seek indemnification under any part provision of this Section 18 Article IX or any other provision of this Agreement providing for indemnification (other than Article VIII) (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party ------------------ ------------ responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). ---------- Such notice Claim Notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party ------------------ gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 ----------------------- sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Any failure to give a Claim Notice in a timely manner pursuant to this Section 9.4(a) shall not limit the obligation of the Indemnitor under this Article IX, except to the extent such Indemnitor is prejudiced thereby and except as otherwise provided in Section 9.7. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 thirty (30) days (the “"Response -------------- -------- Period”") after the later of (ia) the date that the Claim Notice is given or ------ (iib) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice, Liquidated Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice, if applicable, or Liquidated Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, if applicable, or Liquidated Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. If the Indemnitor notifies the Indemnified Party in the Claim Response that it disputes the claim made by the Indemnified Party, then the Indemnitor and the Indemnified Party shall endeavor in good faith for a period of thirty (30) days to settle and compromise such claim, and if unable to agree on any settlement or compromise, such claim for indemnification shall be settled by mediation and arbitration in accordance with the provisions of Section 10.1 of this Agreement, and any Loss established by reason of such settlement, compromise or arbitration shall be deemed to be finally determined.

Procedure for Claims. (a) Until all funds held in accordance with the Escrow Agreement have been disbursed, any Purchaser Parties who shall have a Claim shall give all notices of Claims to the Escrow Agent and all such Claims shall be satisfied in accordance with the terms of the Escrow Agreement. Any Party or other person who desires or entity which may entitled to seek indemnification be indemnified under any part the provisions of this Section 18 Agreement (each, an the “Indemnified Party”) shall give written notice in reasonable detail to the indemnifying party (the “Indemnifying Party”) as soon as practicable after becoming aware of any claim or demand (a “Claim NoticeClaim”) to each party responsible or alleged to for which recovery against the Indemnifying Party may be responsible for indemnification hereunder sought. If the Indemnifying Party does not notify the Indemnified Party in writing that it disputes such claim within forty-five (an “Indemnitor”45) and the Deposit Holder prior to any applicable Expiration Date days from when such Indemnification Notice (as defined below). Such notice ) was given pursuant to Section 10.3, then the Claim specified in such Indemnification Notice shall briefly explain the nature be deemed a liability of the claim and Indemnifying Party hereunder (subject to the parties known to be invoked, and shall specify the amount thereoflimitations set forth in this Article 9). If the matter right to which indemnification arises from a claim relates shall not have been resolved as of the date of the Claim Noticedemand, the Indemnified suit, action or legal administration or other proceeding, by any person (other than a Party) or any federal, state or local department, agency or other governmental body (a “Third Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If , then, within twenty-one (21) days of when an Indemnified Indemnification Notice was given pursuant to Section 10.3 regarding any Third Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second notify the Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or settlement of the Third Party Claim at its own expense with counsel of its choosing. Notice under either of the foregoing sentences of this subsection (a) is referred to as an “Indemnification Notice.” The right to indemnification under this Agreement will not be affected by any failure to give, or any delay in giving, the “Liquidated Claim Indemnification Notice”) within 60 days after the matter giving rise , unless, and then only to the claim becomes finally resolvedextent that, the rights and the second Claim Notice shall specify the amount remedies of the claimparty to whom such notice was to have been given are prejudiced. Each Indemnitor Failure by an Indemnifying Party to which a Claim Notice is given shall respond to any notify an Indemnified Party that has of its election to defend any Third Party Claim within twenty-one (21) days of when an Indemnification Notice was given pursuant to Section 10.3 is deemed a Claim Notice (a “Claim Response”) within 30 days (waiver by the “Response Period”) after the later Indemnifying Party of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect its right to an Unliquidated defend such Third Party Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who desires An Indemnified Party entitled to seek indemnification under any part of this Section 18 Article VI wishing to assert a claim for indemnification under this Article VI (eacha “Claim”) shall deliver to the Party or Parties from whom indemnification is sought (collectively, an the “Indemnified Indemnifying Party”) shall give a written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible that (i) states in reasonable detail the facts constituting the basis for indemnification hereunder the Losses claimed, (an ii) states the amount (the “IndemnitorClaim Amount”) of any Losses claimed by the Indemnified Party, to the extent then known, (iii) states that the Indemnified Party is entitled to indemnification under this Article VI and sets forth the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature Indemnified Party’s explanation of the claim and the parties known to be invokedbasis therefor, and shall specify (iv) includes a demand for payment in the amount thereofof such Losses. If the matter to which Within 30 days after delivery of a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall estimate (A) agree that the amount Indemnified Party is entitled to receive all of the claim Claim Amount (in which case such response shall, if Buyer is the Indemnified Party and has requested that the Claim NoticeAmount be paid from the Escrowed Funds, be accompanied by instructions from Seller to the Escrow Agent to pay Buyer the Claim Amount from the Escrowed Funds), (B) agree that the Indemnified Party is entitled to receive part, but also specify therein not all, of the Claim Amount (the “Agreed Amount”) (in which case such response shall, if Buyer is the Indemnified Party, be accompanied by instruction from Seller to the Escrow Agent to pay Buyer the Agreed Amount, to the extent acknowledged by the Indemnifying Party, from the Escrowed Funds), or (C) contest that the claim has not yet been liquidated (an “Unliquidated Claim”)Indemnified Party is entitled to receive any of the Claim Amount. If an Indemnified the Indemnifying Party gives a in such response contests the payment of all or part of the Claim Notice for an Unliquidated ClaimAmount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice 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 “Liquidated Claim NoticeResolution Period”) within 60 days after ), the matter giving rise to the claim becomes finally resolved, Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitorcompetent jurisdiction.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Section 18 (each, an “Indemnified Party”) Article VI shall give deliver to the Indemnifying Party a written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder which contains (an i) a description and the amount (the “IndemnitorClaimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature a reasonable explanation of the claim and the parties known to be invokedbasis therefor, and shall specify (iii) a demand for payment in the amount thereofof such Damages. If The failure to notify the matter Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to which the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give such notice. Within 30 days after delivery of a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party shall estimate a written response in which the amount Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the claim Claimed Amount (in which case such response shall be accompanied by a payment by the Claim NoticeIndemnifying Party to the Indemnified Party of the Claimed Amount, by certified check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but also specify therein not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by certified check or by wire transfer), or (III) contest that the claim has not yet been liquidated (an “Unliquidated Claim”)Indemnified Party is entitled to receive any of the Claimed Amount. If an Indemnified the Indemnifying Party gives a Claim Notice for an Unliquidated Claimin such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days after following the matter giving rise to delivery by the claim becomes finally resolvedIndemnifying Party of such response, the Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 11.12.

Procedure for Claims. (a) Any person who desires to seek Within thirty days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification under any part of this Section 18 (eachhereunder, an “Indemnified Party”) the party seeking indemnification shall give written notice in reasonable detail of such claim (a “Claim Notice”"Notice of Claim") to each the other party. Failure to give such notice by the party responsible seeking indemnification within said thirty-day period shall not relieve the indemnifying party of its obligations hereunder, unless and only to the extent that the failure to so notify the indemnifying party actually results in damage or alleged prejudice to such indemnifying party. The Notice of Claim shall set forth a brief description of the facts giving rise to such claim and the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification. Upon receiving the Notice of Claim, the indemnifying party shall resist, settle or otherwise dispose of such claim in such manner as it shall deem appropriate, including the employment of counsel, and shall be responsible for indemnification hereunder (an “Indemnitor”) the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the Deposit Holder prior right to employ separate counsel in any applicable Expiration Date (as defined below). Such notice shall briefly explain such action and to participate in or assume the nature of the claim and the parties known to be invoked, and shall specify the amount defense thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, fees and expenses of such counsel shall be at the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of indemnified party's expense unless (i) the date that employment has been specifically authorized by the Claim Notice is given or indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or (iii) the named parties to any action (including any impleaded parties) include both Purchaser and the Company, and the indemnified party has been advised by such counsel that representation of the Company and the Purchaser by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case, if a Claim Notice is first given with respect the indemnified party notifies the indemnifying party in writing that the indemnified party elects to an Unliquidated Claimemploy separate counsel at the expense of the indemnifying party, the date on which indemnifying party shall have neither the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not right nor the Indemnitor giving obligation to assume the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount defense of such claim shall be conclusively deemed to be an obligation action on behalf of such Indemnitorthe indemnified party).

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Section 18 (eachArticle VI, an “Indemnified Party”) which does not constitute a third-party claim, shall give written notice in reasonable detail (deliver to the Indemnifying Party a “Claim Notice”. Within thirty (30) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature days after delivery of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party shall estimate a written response in which the amount Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the claim Claimed Amount (in which case such response shall be accompanied by a payment by the Claim NoticeIndemnifying Party to the Indemnified Party of the Claimed Amount, but also specify therein by check or by wire transfer), (II) agree that the claim has not yet been liquidated Indemnified Party is entitled to receive the Agreed Amount (an “Unliquidated Claim”in which case 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), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If an Indemnified the Indemnifying Party gives a Claim Notice for an Unliquidated Claimin such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice use good faith efforts to resolve such dispute. If such dispute is not resolved within thirty (30) days following the “Liquidated Claim Notice”) within 60 days after delivery by the matter giving rise to Indemnifying Party of such response, the claim becomes finally resolved, Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 11.12.

Procedure for Claims. (a) Any person Person who desires to seek indemnification under any part of this Section 18 11 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party Party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, then the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, then such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (ai) Any If a claim for Damages (a "Claim") is to be made by a person who desires entitled to seek indemnification under any part of this Section 18 hereunder, the person claiming such indemnification (each, an “the "Indemnified Party”"), subject to clause (ii) below, shall give written notice in reasonable detail (a “"Claim Notice”") to each the indemnifying person (the "Indemnifying Party"), as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 9.2. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that the Indemnifying Party demonstrates actual material damage caused by such failure. In the case of a Claim involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit or alleged other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 9.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to separate counsel of its own choosing. If the matter Indemnifying Party fails to which a claim relates shall not have been resolved as assume the defense of the date such Third-Party Claim in accordance with this Section 9.2 within 10 calendar days after receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim Notice effected pursuant to and in accordance with this Section 9.2 and for any final judgment (the “Liquidated Claim Notice”) within 60 days after the matter giving rise subject to the claim becomes finally resolvedany right of appeal), and the second Claim Notice shall specify the amount of the claim. Each Indemnitor Indemnifying Party agrees to which a Claim Notice is given shall respond to any indemnify and hold harmless each Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If from and against any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether and all Damages by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount reason of such claim shall be conclusively deemed to be an obligation of such Indemnitorsettlement or judgment.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under this Article VI shall deliver to the Indemnifying Party a written notice (a "Claim Notice") which contains (i) a description and the amount (the "Claimed Amount") of any part of this Section 18 (each, an “Damages incurred by the Indemnified Party”, (ii) shall give written notice in a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature explanation of the claim and the parties known to be invokedbasis therefor, and shall specify (iii) a demand for payment in the amount thereofof such Damages. If The failure to notify the matter Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to which the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party's failure to give such notice. Within 30 days after delivery of a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party shall estimate a written response in which the amount Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the claim Claimed Amount (in which case such response shall be accompanied by a payment by the Claim NoticeIndemnifying Party to the Indemnified Party of the Claimed Amount, by certified check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but also specify therein not all, of the Claimed Amount (the "Agreed Amount") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by certified check or by wire transfer), or (III) contest that the claim has not yet been liquidated (an “Unliquidated Claim”)Indemnified Party is entitled to receive any of the Claimed Amount. If an Indemnified the Indemnifying Party gives a Claim Notice for an Unliquidated Claimin such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days after following the matter giving rise to delivery by the claim becomes finally resolvedIndemnifying Party of such response, the Indemnifying Party and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given shall each have the right to submit such dispute to a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later court of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response competent jurisdiction in accordance with the terms hereof or otherwise, then the amount provisions of such claim shall be conclusively deemed to be an obligation of such IndemnitorSection 11.12.

Procedure for Claims. (a) Any person who An Indemnified Purchaser Party or an Indemnified Seller Party that desires to seek indemnification under any part of this Section 18 Article 7 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 20 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who Person that desires to seek indemnification under any part of this Section 18 11 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible responsible, or alleged to be responsible responsible, for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 20 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. For the purposes of the immediately preceding sentence, an Indemnitor's failure to give a timely Claim Response shall not be deemed an election not to dispute a Claim Notice unless the Indemnified Party shall have given a second Claim Notice after expiration of the Response Period and another 20 days after the date on which the Indemnified Party shall have given such second Claim Notice shall have expired without the Indemnitor's having given a Response Notice within such period.

Procedure for Claims. (a) Any person who An Indemnified Safeguard Party or an Indemnified Seller Party that desires to seek indemnification under any part of this Section 18 10 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 thirty (30) days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 forty-five (45) days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) a Any person who Person that desires to seek indemnification under any part of this Section 18 11 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 20 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. For the purposes of the immediately preceding sentence, an Indemnitor's failure to give a timely Claim Response shall not be deemed an election not to dispute a Claim Notice unless the Indemnified Party shall have given a second Claim Notice after expiration of the Response Period and another 20 days after the date on which the Indemnified Party shall have given such second Claim Notice shall have expired without the Indemnitor's having given a Response Notice within such period.

Procedure for Claims. (a) Any person who desires An Indemnified Party wishing to seek assert a claim for indemnification under any part of this Section 18 Article VII shall deliver to the Securityholder Representative a certificate (each, an “Officer’s Certificate”) signed by any officer of Parent (or another Indemnified Party”) shall give written notice no later than fifteen (15) days after the applicable survival date (if any): (i) stating that Parent (or such other Indemnified Party) has paid, sustained, incurred or accrued Losses, (ii) specifying in reasonable detail (a “Claim Notice”) the facts pertinent to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”such claim(s) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invokedbasis for indemnification with respect thereto, and shall specify (iii) if practicable, containing a non-binding, preliminary, good faith estimate of the amount thereof. If the matter of Losses to which the Indemnified Party in good faith believes it is entitled (the aggregate amount of such Losses, the “Claimed Amount”). Within thirty (30) days after delivery of such Officer’s Certificate, the Securityholder Representative shall deliver to the Indemnified Party a claim relates shall not have been resolved as written response in which the Securityholder Representative shall: (A) agree that the Indemnified Party is entitled to receive all of the date of Claimed Amount (in which case the Claim Notice, Securityholder Representative and the Indemnified Party shall estimate deliver to the amount Escrow Agent, within three (3) Business Days following delivery of the claim in response, a written notice executed by both such parties instructing the Claim NoticeEscrow Agent to distribute to the Indemnified Party, out of the Escrow Fund, an amount equal to the Claimed Amount), (B) agree that the Indemnified Party is entitled to receive part, but also specify therein that not all, of the claim has not yet been liquidated Claimed Amount (an the “Unliquidated ClaimAgreed Amount”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, ) (in which case the Securityholder Representative and the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise deliver to the claim becomes finally resolvedEscrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Amount of the Escrow Fund, an amount equal to the Agreed Amount), or (C) contest that the Indemnified Party is entitled to receive all or part of the Claimed Amount. If the Securityholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Securityholder Representative and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect shall use good faith efforts to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, resolve such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with Section 7.3(c) below. Failure of the terms hereof or otherwise, then Securityholder Representative to respond in writing to an Officer’s Certificate within the amount of such claim thirty (30) day period specified above shall be conclusively deemed treated as agreement by the Securityholder Representative that the Indemnified Party is entitled to be an obligation the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Amount of such Indemnitorthe Escrow Fund.

Procedure for Claims. (a) Any person who Indemnified Purchaser Party or any Indemnified Company Party that desires to seek indemnification under any part of this Section 18 7 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below"). Such notice Claim Notice shall briefly specifically explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which or whom a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, the Indemnified Party shall provide the Indemnitor with notice (the "Additional Notice") of such failure in accordance with the notice requirements of this Agreement, and if the Indemnitor fails to respond within twenty days after such Additional Notice, such Indemnitor shall be deemed not to dispute the claim described in the related Claim NoticeNotice is given. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwiseby written acknowledgment, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. Promptly, but in any event within thirty (a30) Any person who desires days after obtaining knowledge of any claims or demands which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (collectively, "Indemnification Claims" and, individually, the "Indemnification Claim"), the party or parties entitled to seek indemnification under any part of this Section 18 hereunder (each, an “the "Indemnified Party”") shall give written notice to the party or parties subject to indemnification obligations therefore (the "Indemnifying Party") of such Indemnification Claims (a "Notice of Claim"). A Notice of Claim shall be given with respect to each Indemnification Claim. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the Loss, damage or expense suffered, or which may be suffered, by the Indemnified Party as a result of such Indemnification Claim and a brief description of the facts giving rise to such Indemnification Claim. The Indemnified Party shall furnish to the Indemnifying Party such information (in reasonable detail detail) as the Indemnified Party may have with respect to such Indemnification Claim (a “Claim Notice”) to each party responsible including copies of any summons, complaint or alleged to be responsible for indemnification hereunder (an “Indemnitor”) other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the Deposit Holder prior to any applicable Expiration Date (as defined belowsame). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which claim or demand set forth in the Notice of Claim is a claim relates or demand asserted by a third party (a "Third Party Claim"), the Indemnifying Party shall not have been resolved as of fifteen (15) days (or shorter period if an answer or other response or filing with respect to the pleadings served by the third party is required prior to the 15th day) after the date of receipt by the Indemnifying Party of the Notice of Claim Notice(the "Notice Date") to notify the Indemnified Party in writing of the election by the Indemnifying Party to defend the Third Party Claim on behalf of the Indemnified Party. If the Indemnifying Party elects to defend a Third Party Claim on behalf of the Indemnified Party, the Indemnified Party shall estimate make available to the amount Indemnifying Party and its agents and representatives all records and other materials in its possession which are reasonably required in the defense of the claim Third Party Claim and the Indemnifying Party shall pay any expenses payable in connection with the defense of the Third Party Claim Notice, but also specify therein that as they are incurred (whether incurred by the claim has not yet been liquidated (an “Unliquidated Claim”Indemnified Party or the Indemnifying Party). In no event may the Indemnifying Party settle or compromise any Third Party Claim without the Indemnified Party's consent, which shall not be unreasonably withheld or delayed. If an Indemnified the Indemnifying Party gives elects to defend a Claim Notice for an Unliquidated Third Party Claim, the Indemnified Party shall also give have the right to participate in the defense of the Third Party Claim, the Indemnifying Party retaining control of the defense, at the Indemnified Party's expense (and without the right to indemnification for such expense under this Agreement); provided, however, that, the reasonable fees and expenses of counsel retained by the Indemnified Party shall be at the expense of the Indemnifying Party if (a) the use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a second Claim Notice conflict of interest; (the “Liquidated Claim Notice”b) within 60 ten (10) days after being advised by the matter giving rise Indemnifying Party of the identity of counsel to be retained to represent the Indemnified Party, the Indemnified Party shall have objected to the claim becomes finally resolvedretention of such counsel for valid reasons (which shall be stated in a written notice to Indemnifying Party), and the second Claim Notice Indemnified Party shall specify not have retained different counsel reasonably satisfactory to the amount Indemnified Party; or (c) the Indemnifying Party shall authorize the Indemnified Party to retain separate counsel at the expense of the claimIndemnifying Party. Each Indemnitor If the Indemnifying Party does not elect to which defend a Third Party Claim Notice is given or does not defend a Third Party Claim in good faith, the Indemnified Party shall respond have the right, in addition to any other right or remedy it may have hereunder, at the sole and exclusive expense of the Indemnifying Party, to defend such Third Party Claim. To the extent that an Indemnified Party that has given recovers on a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Third Party Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim recovery (after deduction of all costs and expenses incurred in connection with such Third Party Claim) shall be conclusively deemed reduce, dollar-for-dollar, the indemnification obligation otherwise owing by the Indemnified Party. Each Indemnified Party shall take commercially reasonable actions to be mitigate Losses, including pursuing insurance claims and Third Party Claims, and shall reasonably consult and cooperate with each Indemnifying Party with a view towards mitigating Losses, in connection with claims for which an obligation of such IndemnitorIndemnified Person seeks indemnification hereunder.

Procedure for Claims. (a) Any person who An Indemnified Safeguard Party or an Indemnified Seller Party that desires to seek indemnification under any part of this Section 18 7 (each, an “"Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined specified below). Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 20 days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who desires to seek Within thirty days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification under any part of this Section 18 (eachhereunder, an “Indemnified Party”) the party seeking indemnification shall give written notice in reasonable detail of such claim (a “Claim Notice”"Notice of Claim") to each the other party. Failure to give such notice by the party responsible seeking indemnification within said thirty-day period shall not relieve the indemnifying party of its obligations hereunder, unless and only to the extent that the failure to so notify the indemnifying party actually results in damage or alleged prejudice to such indemnifying party. The Notice of Claim shall set forth a brief description of the facts giving rise to such claim and the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification. Upon receiving the Notice of Claim, the indemnifying party shall resist, settle or otherwise dispose of such claim in such manner as it shall deem appropriate, including the employment of counsel, and shall be responsible for indemnification hereunder (an “Indemnitor”) the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the Deposit Holder prior right to employ separate counsel in any applicable Expiration Date (as defined below). Such notice shall briefly explain such action and to participate in or assume the nature of the claim and the parties known to be invoked, and shall specify the amount defense thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, fees and expenses of such counsel shall be at the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of indemnified party's expense unless (i) the date that employment has been specifically authorized by the Claim Notice is given or indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or (iii) the named parties to any. action (including any impleaded parties) include both Purchaser and the Company, and the indemnified party has been advised by such counsel that representation of the Company and the Purchaser by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case, if a Claim Notice is first given with respect the indemnified party notifies the indemnifying party in writing that the indemnified party elects to an Unliquidated Claimemploy separate counsel at the expense of the indemnifying party, the date on which indemnifying party shall have neither the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not right nor the Indemnitor giving obligation to assume the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount defense of such claim shall be conclusively deemed to be an obligation action on behalf of such Indemnitorthe indemnified party).

Procedure for Claims. (a) Any person who desires If any Indemnitee claims to seek have incurred or suffered Damages for which it may be entitled to indemnification under any part Section 4.2, such Indemnitee may, on or prior to the expiration of this the applicable survival period set forth in Section 18 (each4.1, an “Indemnified Party”) shall give written deliver a claim notice in reasonable detail (a “"Claim Notice”") to each party responsible the Shareholders' Agent. Each Claim Notice shall state that such Indemnitee believes that it is entitled to indemnification under this Agreement and contain a brief description of the circumstances supporting such Indemnitee's belief that such Indemnitee is so entitled and shall, to the extent possible, contain a non-binding, preliminary estimate of the amount of Damages such Indemnitee claims to have so incurred or alleged to be responsible for indemnification hereunder suffered (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below"Claimed Amount"). Such notice shall briefly explain the nature (b) For a period of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date 20 business days following delivery of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, Indemnitee and the second Claim Notice Shareholders' Agent shall specify the amount negotiate in good faith in an attempt to agree upon a settlement of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. In the event that such parties agree in writing that Indemnitee is entitled to all or any portion of the Claimed Amount, Indemnitee shall recover such portion or all of the Claimed Amount under the Bank Guarantee in accordance with the procedures specified in such Bank Guarantee and, only if the available amount of the Bank Guarantee is less than the amount on which the parties agreed or if the Bank Guarantee has been terminated and the Claimed Amount arises from a Breach as described in Section 4.4(c), from the Principal Shareholders. (c) If Shareholders' Agent and Indemnitee are unable to resolve a dispute relating to all or any Indemnitor fails to give a portion of the Claimed Amount within 30 business days after the delivery of the Claim Response within the Response PeriodNotice, such Indemnitor shall be deemed not to dispute then the claim described in the related Claim NoticeNotice shall be settled by the competent courts in Munich, Germany. If any Indemnitor elects not to dispute In the event an Indemnitee obtains a claim described in a Claim Noticejudgment from such Court and no appeal has been timely filed by the party or parties against whom the judgment has been rendered, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then Indemnitee shall recover the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.judgment under the Bank Guarantee, and only if the available amount under the Bank Guarantee is less than the judgment or if the Bank Guarantee has been terminated and the judgment arises from a Breach described in Section 4.4(c), from the Principal Shareholders. 4.4

Procedure for Claims. If a claim for indemnification pursuant to Section 9.2 (aa "Claim") Any person who desires is to seek be made by a Parent Indemnified Party entitled to indemnification under any part of this Section 18 hereunder, the Parent Indemnified Party claiming such indemnification (each, an “the "Indemnified Party”") shall give written notice in reasonable detail (a “"Claim Notice”") to each the Shareholder Representative promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 9.2. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim brought pursuant to Section 9.2(a)(i) (but not 9.2(a) (ii) or 9.2(a)(iv)) involving the assertion of a claim by a third party responsible (whether pursuant to a lawsuit, other legal action or alleged otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Shareholder Representative shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Shareholder Representative shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be responsible for indemnification hereunder (an “Indemnitor”) unreasonably withheld. In the event the Shareholder Representative elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 9.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if thSe named persons to a lawsuit or other legal action include both the Indemnifying Party and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim Indemnified Party and the parties known Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be invokedentitled, at the Indemnifying Party's cost, risk and shall specify the amount thereofexpense, to retain one firm of separate counsel of its own choosing. If the matter Shareholder Representative fails to which a claim relates shall not have been resolved as assume the defense of such Third-Party Claim in accordance with this Section 9.2(b) within fifteen (15) calendar days after receipt of the date of the 50 Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall estimate (upon delivering notice to such effect to the amount Shareholder Representative) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the claim Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Shareholder Representative, which consent shall not be unreasonably withheld. In the event the Shareholder Representative assumes the defense of the claim, the Shareholder Representative shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the Claim Notice, but also specify therein that event the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claimassumes the defense of the claim, the Indemnified Party shall also give a second Claim Notice (keep the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount Shareholder Representative reasonably informed of the claimprogress of any such defense, compromise or settlement. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified The Indemnifying Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not liable for any settlement of any Third-Party Claim effected pursuant to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response and in accordance with the terms hereof or otherwise, then the amount this Section 9.2(b) and for any final judgment (subject to any right of such claim shall be conclusively deemed to be an obligation of such Indemnitorappeal).

Procedure for Claims. (a) Any person who desires to seek If, after the Effective Date, any legal proceeding shall be instituted or any Claim shall be asserted by any Person in respect of which indemnification may be sought under any part of this Section 18 8, the party seeking indemnification (each, an “Indemnified "Claiming Party”") shall give promptly and (subject to Section 8(f) below) in no event more than fifteen (15) days after such knowledge cause written notice thereof to be given to the party against whom indemnification is sought ("Indemnifying Party"). In the event of such Claim or legal proceeding, the Indemnifying Party shall have the right, but not the obligation, to employ at its expense such counsel as is reasonably acceptable to the Claiming Party to defend any such Claim or legal proceeding asserted against it, and such Claiming Party shall have the right to participate in reasonable detail (a “the defense of any such Claim Notice”) to each party responsible or alleged to legal proceeding; and, so long as the Indemnifying Party is defending such Claim or legal proceeding in good faith, the Claiming Party will be responsible for indemnification hereunder (an “Indemnitor”) any of its own attorney's fees and expenses in connection with such participation, and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice Claiming Party shall briefly explain not settle such Claim or legal proceeding without the nature written consent of the claim and the parties known to Indemnifying Party, which consent shall not unreasonably be invoked, and shall specify the amount thereofwithheld. If in the matter course of defending any Claim or legal proceeding, the Indemnifying Party presents a settlement ("Settlement") to the Claiming Party which a claim relates the Claiming Party unreasonably refuses to accept, for whatever reason, the Indemnifying Party shall not have been resolved as be relieved of its obligation to continue defending, at its expense, or paying expenses and fees associated with the date continued defense of the Claim Noticeor legal proceeding on behalf of the Claiming Party. Upon resolution of the Claim or legal proceeding, the Indemnified Indemnifying Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise pay to the claim becomes finally resolved, and Claiming Party the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later lesser of (i) the date that the Claim Notice is given or Settlement amount stated above and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on amount for which the Liquidated Claiming Party has been determined liable plus legal fees and expenses of the Claiming Party. Each party shall use reasonable efforts to keep the other party hereto fully informed as to the status of any such Claim Notice or legal proceeding for which it is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give conducting a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitordefense.

Procedure for Claims. A Party required to make an indemnification payment pursuant to this Agreement (a) Any person who desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”"INDEMNIFYING PARTY") shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior have no liability with respect to any applicable Expiration Date claim or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment (as defined below). Such "INDEMNIFIED PARTY") gives notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Indemnifying Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of specifying (i) the date that the Claim Notice is given covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) if a Claim Notice is first given with respect to an Unliquidated Claimin reasonable detail, the date on which nature and dollar amount of any Claim the Liquidated Claim Notice is given. Any Claim Response shall specify Indemnified Party may have against the Indemnifying Party by reason thereof under this Agreement, and (iii) whether or not the Indemnitor giving Claim is a Claim by a person, firm, corporation or government entity other than a party hereto or any affiliate of such party ("Third-Party Claims"). With respect to Third-Party Claims, an Indemnified Party (a) shall give the Indemnifying Party prompt notice of any Third-Party Claim, (b) prior to taking any action with respect to such Third-Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Third-Party Claim, (c) shall not consent to any settlement or compromise of the Third-Party Claim Response disputes without the claim described written consent of the Indemnifying Party (which consent, unless the Indemnifying Party has elected to assume the exclusive defense of such Claim, shall not be unreasonably withheld or delayed) and (d) shall permit the Indemnifying Party, with the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, if it so elects, to assume the exclusive de fense of such Third-Party Claim (including, except as provided in the last sentence of this Section 8.3, the compromise or settlement thereof) at its own cost and expense. The Indemnifying Party will not compromise or settle any Third-Party Claim Notice. If any Indemnitor fails to give a Claim Response within without the Response Period, written consent of the Indemnified Party if the relief provided is other than monetary damages and such Indemnitor shall be deemed not to dispute relief would materially adversely affect the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such IndemnitorIndemnified Party.

Procedure for Claims. (a) Any person who desires to seek Within ten days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to' a claim for indemnification under any part of this Section 18 (eachhereunder, an “Indemnified Party”) the parry seeking indemnification shall give written notice in reasonable detail of such claim (a “Claim Notice”'Notice of claim') to each the other parry. Failure to give such notice by the parry seeking indemnification within said ten day period shall not relieve the indemnifying party responsible of its obligations hereunder, unless and only to the extent the failure to so notify the identifying party actually results in damage or alleged prejudice to such indemnifying party. Notice of Claim shall set forth a brief description of the facts giving rise to such claim and the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification. Upon receiving the Notice of Claim, the indemnifying party shall resist, settle or otherwise dispose of such claim in such manner as it shall deem appropriate, including the employment of counsel, and shall be responsible for indemnification hereunder (an “Indemnitor”) the payment of all expenses, including the reasonable fees and expenses of such counsel provided that the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice indemnifying party shall briefly explain not settle such claim without the nature consent of the claim indemnified party which will not be unreasonably withheld. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or assume the parties known to be invoked, and shall specify the amount defense thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, fees and expenses of such counsel shall be at the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of indemnified party's expense unless (i) the date that employment has been specifically authorized by the Claim Notice is given or indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or (iii) the named parties to any action (including any impleaded parties) include both Investor and the Company, and the indemnified party has been advised by such counsel that representation of the Company and the Investor by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case, if a Claim Notice is first given with respect the indemnified party notifies the indemnifying party in writing that the indemnified party elects to an Unliquidated Claimemploy separate counsel at the expense of the indemnifying party, the date on which indemnifying party shall have neither the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not right nor the Indemnitor giving obligation to assume the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount defense of such claim shall be conclusively deemed to be an obligation action on behalf of such Indemnitorthe indemnified party).

Procedure for Claims. If a claim for indemnification pursuant to Section 8.2 (aa “Claim”) Any person who desires is to seek be made by a Buyer Indemnified Party entitled to indemnification under any part of this Section 18 hereunder, the Buyer Indemnified Party claiming such indemnification (each, an the “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged the relevant Seller and to be responsible for indemnification hereunder Sellers' Representative (an “Indemnitor”without any liability to Sellers' Representative) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under Section 8.2. The failure of any Indemnified Party to give timely notice hereunder shall estimate not affect rights to indemnification hereunder except and only to the amount extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim brought pursuant to Sections 8.2(a)(i) or 8.2(a)(ii) involving the assertion of a claim in the Claim Noticeby a third party (whether pursuant to a lawsuit, but also specify therein that the claim has not yet been liquidated (an other legal action or otherwise, a “Unliquidated Third Party Claim”). If an Indemnified , the Buyer shall, without derogating from the rights of the relevant Seller to defend himself/herself and the rights thereof, determine and conduct the defense, compromise or settlement of such Third Party gives a Claim Notice for an Unliquidated Claim, provided however, that Buyer shall not agree to any settlement or compromise relating to Seller(s) or affecting a Seller or Sellers' rights without the Indemnified Party prior written consent of such Seller(s), which consent shall also give a second Claim Notice not be unreasonably withheld; and (the “Liquidated Claim Notice”a) within 60 days after the matter giving rise all reasonable expenses relating to the claim becomes finally resolved, defense of such Third Party Claim shall be borne and paid exclusively by the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or relevant Indemnifying Party; (ii) if a Claim Notice is first given with respect the Indemnifying Party shall make available to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described Buyer any documents and materials in the possession or control thereof that may be necessary to the defense of such Third Party Claim; and (c) the Buyer shall keep the relevant Seller and the Sellers’ Representative informed of all material developments and events relating to such Third Party Claim. The respective Indemnifying Party shall be liable for any settlement of any Third-Party Claim Noticeaffected pursuant to and in accordance with this Section 8.4 and for any final judgment (subject to any right of appeal). If there is a Third Party Claim that, if adversely determined would give rise to a right of recovery for Damages hereunder, then any Indemnitor fails to give a Claim Response within amounts incurred by the Response Periodrespective Indemnified Party in the defense of such claim conducted in good faith, regardless of the outcome of such Indemnitor claim, shall be deemed not to dispute “Damages” hereunder. In the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in event a Claim Notice, whether by failing to give a timely Claim Response in accordance with for indemnification is made against all Sellers' Sellers' Representative shall act as representative of all Sellers for the terms hereof or otherwise, then the amount purpose of such claim shall be conclusively deemed to be an obligation of such Indemnitorthis Section 8.4.

Procedure for Claims. Notice of Claim. Promptly, but in any event within thirty (a30) Any person who desires days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (referred to seek indemnification under any part of this Section 18 (eachherein as an "Indemnification Claim"), an “Indemnified Party”) the Purchaser shall give written notice in reasonable detail to the Shareholders of such Indemnification Claim ("Notice of Claim"). The failure to give a “timely Notice of Claim Notice”) to each party responsible or alleged the Shareholders shall not relieve the Shareholders from any liability that they may have to be responsible for indemnification the Purchaser hereunder (an “Indemnitor”) to the extent that the Shareholders are not prejudiced by such failure. The Notice of Claim shall set forth a description of the facts giving rise to and the Deposit Holder prior to any applicable Expiration Date amount (as defined below). Such notice shall briefly explain the nature or a reasonable estimate) of the claim loss, damage or expense suffered, or which may be suffered, by the Purchaser as a result of such Indemnification Claim and the parties known to be invoked, and Shareholders shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate pay the amount of the claim Indemnification Claim to Purchaser with in five (5) days after Shareholders, receive notice of the Claim Noticeamount due to purchaser as a result of such Indemnification Claim; provided however, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Purchaser shall be required to pay the amounts actually received by Shareholders to the person asserting the Indemnification Claim”). If an Indemnified the Shareholders elect to defend a Third Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party Purchaser shall also give have the right to participate in its defense, at the Purchaser's expense (and without the right to indemnification for such expense under this Agreement); provided, however, that the reasonable fees and expenses of counsel retained by the Purchaser shall be at the expense of the Shareholders if (A) the use of the counsel chosen by the Shareholders to represent the Purchaser would present such counsel with a second Claim Notice conflict of interest; (B) the “Liquidated Claim Notice”parties to such proceeding include both Purchaser and the Shareholders and there may be legal defenses available to the Purchaser which are different from or additional to those available to the Shareholders; (C) within 60 ten (10) days after being advised by the matter giving rise Shareholders of the identity of counsel to be retained to represent the Purchaser, the Purchaser shall have objected to the claim becomes finally resolvedretention of such counsel for valid reasons (which shall be stated in a written notice to the Shareholders), and the second Claim Notice Shareholders shall specify not have retained different counsel reasonably satisfactory to the amount Purchaser; or (iv) the Shareholders shall authorize the Purchaser to retain separate counsel at the expense of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such IndemnitorShareholders.

Procedure for Claims. (a) Any person Indemnified Person who desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) 4 shall give written notice in accordance with Section 4.3.10 in reasonable detail (a “"Claim Notice”") to each party responsible or alleged to be responsible for indemnification hereunder (an “"Indemnitor”") and the Deposit Holder prior to any applicable Expiration Date (as defined below)Buyer's corporate counsel. Such notice shall briefly explain the nature of the claim and the parties known to be invokedinvolved, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party Person shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “"Unliquidated Claim”"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “"Liquidated Claim Notice”") within 60 sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the second Second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “"Claim Response”") within 30 thirty (30) days (the “"Response Period”") after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Claims. (a) Any person who Whenever an Indemnified Party desires to seek indemnification under any part of this Section 18 (eachArticle IX, an “Indemnified Party”) it shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder Indemnifying Party prior to any the expiration of the applicable Expiration Date (as defined below)survival period, if any, set forth in Section 9.2. Such notice shall briefly explain in reasonable detail the nature of the claim and the parties known to be invokedinvolved, and shall specify the actual amount thereofof Damages suffered by the Indemnified Party. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate in good faith the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claimliquidated. Each Indemnitor Indemnifying Party to which a Claim Notice is given shall respond to any Indemnified Party that has given a such Claim Notice (a “Claim Response”) within 30 thirty (30) days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated such Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor Indemnifying Party giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor the Indemnifying Party fails to give a Claim Response within the Response Period, such Indemnitor Indemnifying Party shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor the Indemnifying Party elects not to dispute all or any portion of a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the undisputed amount of the actual Damages set forth in such claim shall be conclusively deemed to be an obligation of such IndemnitorIndemnifying Party (any such undisputed amount, a “Conceded Claim”). If the Indemnifying Party provides its Claim Response within the Response Period, the Indemnified Party and the Indemnifying Party shall then negotiate resolution of any claims that the Indemnifying Party did not concede or is not deemed to concede in its Claim Response (any such claim, an “Unresolved Claim”) for a period of thirty (30) days after the date such Claim Response is provided. If the Indemnified Party and the Indemnifying Party are unable to resolve such Unresolved Claim within such thirty (30) day period, the Indemnified Party may thereafter submit such Unresolved Claim to arbitration in accordance with Section 9.5.