Common use of Procedure for Direct Claims Clause in Contracts

Procedure for Direct Claims. In the event that an Indemnified Party advances a Claim for indemnification hereunder that does not involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and the amount (the “Claimed Amount”) of any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10.

Procedure for Direct Claims. In the event that an Indemnified Party advances a Claim for indemnification hereunder that does not involve a Third Party Claimclaim against an Indemnifying Party, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and the amount (the “"Claimed Amount”") of any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 9 and a reasonable explanation of the basis therefor; and (c) a demand for payment by from the Indemnifying Party. Within thirty (30) days after delivery of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit resolve such dispute to a court of competent jurisdiction in accordance with Section 8.10Article 10.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: “Direct Claim Notice”). The Indemnifying Party shall have a period of twenty (a20) a description and Business Days from the amount date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under Section 11.11. If such dispute is To the extent that any FAAC Indemnitees prevail in a Direct Claim (or the Members’ Representative concedes (on behalf of the Members), or otherwise does not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by FAAC) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to FAAC from the General Indemnity Escrow the amount of the Direct Claim) with no further action required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such responseMembers, or the Indemnified Party and Members’ Representative. Direct Claims shall be satisfied from the Indemnifying Party shall each have General Indemnity Escrow Property in the right to submit such dispute to a court of competent jurisdiction General Indemnity Escrow with the FAAC stock then in accordance with Section 8.10the General Indemnity Escrow valued at the Average Share Value.

Procedure for Direct Claims. In the event that If an Indemnified Party advances Person wishes to assert a Claim claim for indemnification hereunder that does not involve under this Article IX (other than a Third Third-Party ClaimClaim covered by Section 9.5(c) below), the Indemnified Party shall, as promptly as practicable, Person shall deliver to the Indemnifying Party Person (and, if the Indemnified Person is a written notice Buyer Indemnified Person and such claim is seeking funds held in the Indemnity Escrow Account in accordance with this Agreement, the Escrow Agent) prior to 11:59 p.m. New York City time on the Survival Date a certificate (a “Claim Certificate”) signed by the Indemnified Person (i) stating that contains: such Indemnified Person has sustained or incurred Losses subject to indemnification under this Article IX (aafter taking into account the provisions of this Article IX, including Section 9.4 hereof), (ii) a description and specifying the amount of such Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), and (iii) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of any Losses incurred included in the amount so stated, the date each such item was sustained or suffered by incurred, and the Indemnified Party; (b) a statement that nature of the Indemnified Party is entitled to basis for indemnification under this Article 6 and a reasonable explanation IX to which such item is related, including, if applicable, the representation, warranty, covenant or agreement which has been breached; provided, that any copy of the basis therefor; and Claim Certificate delivered to the Escrow Agent shall be redacted for the information described in clause (ciii) a demand for payment by the above. The Indemnifying Party. Within Person shall have thirty (30) days after delivery from its receipt of such the Claim Certificate to object to the claims set forth in the Claim Certificate, which it must do by providing a written notice, the Indemnifying Party shall deliver statement (an “Objection Notice”) to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled Person setting forth its objections to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amountclaim. If the Indemnifying Party contests the payment of all or any part of the Claimed AmountPerson does not deliver an Objection Notice within such thirty (30) period, the Indemnifying Party Person shall be deemed to have accepted the Claim Certificate and shall be obligated to provide the indemnification set forth in the Claim Certificate in accordance with this Article IX, and if the Indemnified Person is a Buyer Indemnified Person and payment from the Indemnity Escrow Account is required in accordance with the terms of this Agreement, Buyer and the Seller Representative shall deliver joint written instructions to the Escrow Agent to disburse funds equal to the Claimed Amount from the Indemnity Escrow Account to the Buyer Indemnified Person. If the Indemnifying Person timely provides an Objection Notice, then the Indemnifying Person and the Indemnified Party Person shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.109.5(d) below.

Procedure for Direct Claims. In the event that an (a) Any Indemnified Party advances that desires to seek indemnification under any part of this ‎ARTICLE IX for a Claim for indemnification hereunder claim that does is not involve subject to a Notice of Third Party ClaimClaim shall give prompt written notice (a “Claim Notice”) to each applicable Indemnitor prior to the applicable Expiration Date specified above. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor is actually prejudiced or materially harmed by reason of such failure. Such Claim Notice shall describe the claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained 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, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and shall estimate the amount of the claim in the Claim Notice and 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, such Indemnified Party shall also give a second Claim Notice (the “Claimed AmountLiquidated Claim Notice”) of any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within within thirty (30) days after delivery the matter giving rise to the claim becomes finally resolved, and the Liquidated Claim Notice shall specify the amount of such written notice, the Indemnifying claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party shall deliver to that has given a Claim Notice (a “Claim Response”) within twenty (20) days (the “Response Period”) after the later of (i) the date that the Claim Notice is delivered by 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 of the Claimed Amount); and (ii) agree that if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is delivered by the Indemnified Party. 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 (b) If any Indemnitor shall be obligated to indemnify an Indemnified Party is entitled hereunder, such Indemnitor shall pay to receive part, but not all, such Indemnified Party within thirty (30) days after the last day of the Claimed Amount (Response Period the “Agreed Amount”) (in amount to which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such be entitled. If there shall be a dispute as promptly as practicable. If such dispute is not resolved within 60 days to the amount or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party manner of such responseindemnification under this ‎ARTICLE IX, 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 Prime Rate, and the Indemnifying Party Prime Rate in effect on the first Business Day of each calendar quarter shall each have apply to the right to submit amount of the unpaid obligation during such dispute to a court of competent jurisdiction in accordance with Section 8.10calendar quarter.

Procedure for Direct Claims. In the event that an Indemnified Party Person advances a Claim for indemnification hereunder that does not involve a Third Party Direct Claim, the Indemnified Party Person shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and the amount (the “"Claimed Amount”") of any Losses incurred or suffered by the Indemnified PartyPerson; (b) a statement that the Indemnified Party Person is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party Person a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party Person is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party Person is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party Person is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party Person shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party Person and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10.

Procedure for Direct Claims. In the event that an any Indemnified Party advances should have a Claim claim for indemnification hereunder against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, shall deliver written notice of such claim with reasonable promptness to the Indemnifying Party a written notice that contains: (a) a description specifying in reasonable detail the nature of the claim for indemnification and the amount (the “Claimed Amount”) of basis thereof. The failure by any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled so to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, notify the Indemnifying Party shall deliver to the Indemnified Party a written response in which not relieve the Indemnifying Party shall: (i) agree from any liability that the it may have to such Indemnified Party is with respect to any claim made pursuant to this Section 8.7, it being understood that written notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 8.1; provided that, the party entitled to receive all such notice was not, as a result of the Claimed Amount such failure to give prompt written notice, (in which case such response shall be accompanied by a a) deprived of its right to recover any payment by the Indemnifying Party of the Claimed Amount); under its applicable insurance coverage, (iib) 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 payment by the Indemnifying Party of the Agreed Amount); otherwise damaged or prejudiced or (iiic) contest that the Indemnified Party is entitled to receive any deprived of the Claimed Amountits rights and remedies under this Agreement. If the Indemnifying Party contests does not notify the payment Indemnified Party within 30 days following its receipt of all or any part of the Claimed Amount, such written notice that the Indemnifying Party and disputes its liability to the Indemnified Party under this Article 8, or the amount thereof, the claim specified by the Indemnified Party in such written notice shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by conclusively deemed a liability of the Indemnifying Party of such responseunder this Article 8, the Indemnified Party and the Indemnifying Party shall each have pay the right amount of such Damages to submit the Indemnified Party on demand or, in the case of any written notice in which the amount of the claim (or any portion of the claim) is estimated, on such dispute to a court later date when the amount of competent jurisdiction in accordance with Section 8.10such claim (or such portion of such claim) is determined.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (a) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: (a) “Direct Claim Notice”). The Indemnifying Party shall have a description and the amount (the “Claimed Amount”) period of any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery from the date of receipt of such written 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 of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount Direct Claim Notice (the “Agreed AmountDirect Claim Notice Period”) (in within which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amountrespond to a Direct Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of Direct Claim Notice Period, a second written notice asserting the Claimed Amount, Direct Claim shall promptly be delivered by the Indemnified Party to the Indemnifying Party (each a “Second Direct Claim Notice”). The Indemnifying Party shall have a period of fifteen (15) days from the date of receipt of such Second Direct Claim Notice (the “Second Direct Claim Notice Period”) within which to respond to a Second Direct Claim Notice. If the Indemnifying Party does not respond to the Second Direct Claim Notice in writing within the Second Direct Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period or the Second Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all available remedies. If such dispute is To the extent that any Parent Indemnitee prevails in a Direct Claim (or Seller concedes, or otherwise does not resolved within 60 days or such longer period as may reasonably timely respond to a Second Direct Claim Notice made by Parent), then the Direct Claim shall be required in order to properly exchange all relevant information following satisfied from the delivery by the Indemnifying Party of such response, the Indemnified Party Escrow (and the Indemnifying Party Escrow Agent shall each have pay to Parent from the right to submit such dispute to a court Escrow the amount of competent jurisdiction the Direct Claim) in accordance with Section 8.107.2.10 and the terms of the Escrow Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Seller Indemnitees and Parent Indemnitees shall each bear their own costs, including counsel fees and expenses, incurred in connection with Direct Claims against Parent and Seller, respectively, hereunder that are not based upon claims asserted by third parties.

Procedure for Direct Claims. In the event that an (a) Any Indemnified Party advances that desires to seek indemnification under any part of this Article IX for a Claim for indemnification hereunder claim that does is not involve subject to a Notice of Third Party ClaimClaim shall give prompt written notice (a “Claim Notice”) to each applicable Indemnitor prior to the applicable Expiration Date specified above. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor is materially prejudiced by reason of such failure. Such Claim Notice shall describe the claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained 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, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and shall estimate the amount of the claim in the Claim Notice and 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, such Indemnified Party shall also give a second Claim Notice (the “Claimed AmountLiquidated Claim Notice”) within sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Losses incurred or suffered Indemnified Party that has given a Claim Notice (a “Claim Response”) within twenty (20) days (the “Response Period”) after the later of (i) the date that the Claim Notice is delivered by the Indemnified Party and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is delivered by the Indemnified Party; . 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 or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. (b) a statement that the If any Indemnitor shall be obligated to indemnify an Indemnified Party is entitled hereunder, such Indemnitor shall pay to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within such Indemnified Party within thirty (30) days after delivery of such written 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 last day of the Claimed Amount (in Response Period the amount to which case such response shall be accompanied by a payment by the Indemnifying Party of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such be entitled. If there shall be a dispute as promptly as practicable. If such dispute is not resolved within 60 days to the amount or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party manner of such responseindemnification under this Article IX, 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 Prime Rate, and the Indemnifying Party Prime Rate in effect on the first Business Day of each calendar quarter shall each have apply to the right to submit amount of the unpaid obligation during such dispute to a court of competent jurisdiction in accordance with Section 8.10calendar quarter.

Procedure for Direct Claims. In the event that an (a) Any Indemnified Party advances that desires to seek indemnification under any part of this Article X for a Claim for indemnification hereunder claim that does is not involve subject to a Notice of Third Party ClaimClaim shall give prompt written notice (a “Claim Notice”) to each applicable Indemnitor prior to the applicable Expiration Date specified above. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor is actually prejudiced by reason of such failure (and subject in all respects to Section 10.4). Such Claim Notice shall describe the claim in reasonable detail, including the nature of the misrepresentation, breach of warranty or covenant to which such claim is related, and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained 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, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and shall estimate the amount of the claim in the Claim Notice and 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, such Indemnified Party shall also give a second Claim Notice (the “Claimed AmountLiquidated Claim Notice”) within sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Losses incurred or suffered Indemnified Party that has given a Claim Notice (a “Claim Response”) within twenty (20) Business Days (the “Response Period”) after the later of (i) the date that the Claim Notice is delivered by the Indemnified Party and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is delivered by the Indemnified Party; . 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 or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. (b) a statement that the If any Indemnitor shall be obligated to indemnify an Indemnified Party is entitled hereunder, such Indemnitor shall pay to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within such Indemnified Party within thirty (30) days after delivery of such written 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 last day of the Claimed Amount (in Response Period the amount to which case such response shall be accompanied by a payment by the Indemnifying Party of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such be entitled. If there shall be a dispute as promptly as practicable. If such dispute is not resolved within 60 days to the amount or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party manner of such responseindemnification under this Article X, the Indemnified Party and may pursue whatever legal remedies may be available for recovery of the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10Damages claimed from any Indemnitor.

Procedure for Direct Claims. In the event that an (a) Any Indemnified Party advances that desires to seek indemnification under any part of this Article IX for a Claim for indemnification hereunder claim that does is not involve subject to a Notice of Third Party ClaimClaim shall give prompt written notice (a “Claim Notice”) to each applicable Indemnitor prior to the applicable Expiration Date specified above. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor is materially prejudiced by reason of such failure. Such Claim Notice shall describe the claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained 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, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and shall estimate the amount of the claim in the Claim Notice and 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, such Indemnified Party shall also give a second Claim Notice (the “Claimed AmountLiquidated Claim Notice”) within sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Losses incurred or suffered Indemnified Party that has given a Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the later of (i) the date that the Claim Notice is delivered by the Indemnified Party and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is delivered by the Indemnified Party; . 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 or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. (b) a statement that the If any Indemnitor shall be obligated to indemnify an Indemnified Party is entitled hereunder, such Indemnitor shall pay to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within such Indemnified Party within thirty (30) days after delivery of such written 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 last day of the Claimed Amount (in Response Period the amount to which case such response shall be accompanied by a payment by the Indemnifying Party of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such be entitled. If there shall be a dispute as promptly as practicable. If such dispute is not resolved within 60 days to the amount or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party manner of such responseindemnification under this Article IX, the Indemnified Party may pursue whatever legal remedies that may be available for recovery hereunder with respect to the Damages claimed from any Indemnitor subject to the amounts and within the limits and process provided herein. 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 Prime Rate, and the Indemnifying Party Prime Rate in effect on the first Business Day of each calendar quarter shall each have apply to the right to submit amount of the unpaid obligation during such dispute to a court of competent jurisdiction in accordance with Section 8.10calendar quarter.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: (a) “Direct Claim Notice”), setting forth in reasonable detail the basis for the claim and a description and reasonable estimate of the amount of such claim, if estimable. The Indemnified Party shall provide the Indemnifying Party with reasonable access to information and records necessary for the Indemnifying Party to evaluate the claim. The Indemnifying Party shall have a period of twenty (20) Business Days from the date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under Section 12.8. If such dispute is To the extent that any ATS Indemnitees prevail in a Direct Claim (or the Principal Stockholders concede, or otherwise do not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by ATS), then the Direct Claim shall be satisfied from an offset against the Promissory Notes with no further action required in order to properly exchange all relevant information following the delivery by the Indemnifying Party Principal Stockholders. Notwithstanding the foregoing, but subject to Section 10.2(f), in the event that a Direct Claim is in excess of the amount of the Promissory Notes, the Principal Stockholders shall be and remain severally, and not jointly, liable for the amount of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10excess.

Procedure for Direct Claims. In the event that an Indemnified Party advances Indemnitee should have a Claim claim for indemnification hereunder that does not involve a Third Party Claimthird party claim, the Indemnified Party Indemnitee shall, as promptly as practicable, deliver to the Indemnifying Party indemnifying party a written notice that contains: contains (a) a description and the amount (the “Claimed Amount”) of any Losses incurred or suffered by the Indemnified Party; Indemnitee, (b) a statement that the Indemnified Party Indemnitee is entitled to indemnification under this Article 6 Section 8 and a reasonable explanation of the basis therefor; therefore, and (c) a demand for payment by the Indemnifying Partyindemnifying party. Within thirty (30) 30 days after delivery of such written notice, the Indemnifying Party indemnifying party shall deliver to the Indemnified Party Indemnitee a written response in which the Indemnifying Party shall: indemnifying party shall (i) agree that the Indemnified Party Indemnitee is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party indemnified party of the Claimed Amount); , (ii) agree that the Indemnified Party Indemnitee is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party indemnifying party of the Agreed Amount); , or (iii) contest that the Indemnified Party Indemnitee is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests indemnifying party disputes the payment of all or any part of the Claimed Amount, the Indemnifying Party indemnifying party and the Indemnified Party Indemnitee shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 30 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party indemnifying party of such response, the Indemnified Party indemnifying party and the Indemnifying Party Indemnitee shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.109.6.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (a) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party, which notice shall set forth in reasonable detail the basis for the claim and a reasonable, good faith estimate of such claim (each a “Direct Claim Notice”). The Indemnifying Party shall have a written notice that contains: period of twenty (a20) a description and Business Days from the amount date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that particular claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all available remedies. If such dispute is To the extent that any Parent Indemnitees ultimately prevail in finally adjudicating a Direct Claim (or the Stockholders’ Representatives concede (on behalf of the Stockholders and the Shadow Stockholders), or otherwise do not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by Parent), then the Direct Claim shall be required satisfied from the Escrow Accounts in order proportion to properly exchange all relevant information following Xxxxxxx X. Xxxx’x, the delivery by ESOP’s, the Indemnifying Party Trust’s and the Shadow Stockholders’ share (based upon their respective Equity Holders’ Pro Rata Percentage) of such responseDirect Claim (and the Escrow Agent shall pay to Parent from the Escrow Accounts the amount of the Direct Claim) with no further action (except notice to the Stockholders’ Representatives) required by Parent or the Stockholders’ Representatives. Notwithstanding the foregoing, in the event that a Direct Claim is in excess of the funds remaining in the Escrow Accounts, the Indemnified Party Stockholders and Shadow Stockholders shall be and remain jointly and severally liable for any or all of the Direct Claim subject to the limitations set forth in this Section 6.2. (b) Notwithstanding anything in this Agreement to the contrary, the Stockholders Indemnitees and Parent Indemnitees shall each bear their own costs, including counsel fees and expenses, incurred in connection with Direct Claims against Parent and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10Stockholders, respectively hereunder that are not based upon claims asserted by third parties.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: (a) “Direct Claim Notice”), setting forth in reasonable detail the basis for the claim and a description and reasonable estimate of the amount of such claim, if estimable. The Indemnified Party shall provide the Indemnifying Party with reasonable access to information and records necessary for the Indemnifying Party to evaluate the claim. The Indemnifying Party shall have a period of twenty (20) Business Days from the date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under Section 11.11. If such dispute is To the extent that any ATS Indemnitees prevail in a Direct Claim (or the Shareholders concede, or otherwise do not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by ATS), then the Direct Claim shall be satisfied from an offset against the Promissory Notes with no further action required in order to properly exchange all relevant information following the delivery by the Indemnifying Party Shareholders. In the event that such a Direct Claim constitutes a “Non-Threshold Indemnification” (as hereinafter defined) and is in excess of the “Note Cap” (as hereinafter defined), the Shareholders shall be and remain jointly and severally liable for the amount of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10excess.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: “Direct Claim Notice”). Each Direct Claim Notice shall set forth with reasonable specificity the basis of the claim for indemnification. The Indemnifying Party shall have a period of twenty (a20) a description and Business Days from the amount date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under Section 9.11. If such dispute is To the extent that any ICF Indemnitees prevail in a Direct Claim (or the Shareholders concede, or otherwise do not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by ICF) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to ICF from the General Indemnity Escrow the amount of the Direct Claim) with no further action required in order to properly exchange all relevant information following the delivery by the Indemnifying Party Shareholders or the Shareholders’ Representative. Notwithstanding the foregoing, in the event that a Direct Claim is in excess of such responsethe General Indemnity Escrow, the Indemnified Party Shareholders shall be and remain jointly and severally liable for any or all of the Indemnifying Party Direct Claim (but ICF shall each in no event have recourse to the right Leasehold Escrow in respect of the Direct Claim except to submit such dispute the extent a Direct Claim relates to a court of competent jurisdiction in accordance with Section 8.10Leasehold Obligations).

Procedure for Direct Claims. In the event that an the Indemnified Party advances should have a Claim claim for indemnification hereunder that does not involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: contains (a) a description and the amount (the “Claimed Amount”) of any Losses Damages incurred or suffered by the Indemnified Party; , (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 10 and a reasonable explanation of the basis therefor; therefore, and (c) a demand for payment by the Indemnifying Party. Within thirty (30) 30 days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); , or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 30 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.1011.8.

Procedure for Direct Claims. (a) In the event that an Indemnified Party advances a Claim claim for indemnification hereunder that does not result from or involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: : (ai) a description and the amount (the “Claimed Amount”) of any Losses incurred or suffered by the Indemnified Party; ; (bii) a statement that the Indemnified Party is entitled to indemnification under this Article 6 4 and a reasonable explanation of the basis therefor; and and (ciii) a demand for payment by the Indemnifying Party. . (b) Within thirty (30) 30 days after delivery of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. . (c) If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute matter for determination to a the Alberta Court of Queen’s Bench or such other applicable court of competent jurisdiction in accordance with Section 8.10jurisdiction.

Procedure for Direct Claims. In the event that an the Indemnified Party advances should have a Claim claim for indemnification hereunder that does not involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: contains (a) a description and the amount (the “Claimed Amount”) of any Losses and Expenses incurred or suffered by the Indemnified Party; , (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 11 and a reasonable explanation of the basis therefor; therefore, and (c) a demand for payment by the Indemnifying Party. Within thirty (30) 30 days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); , or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicabledispute. If such dispute is not resolved within 60 30 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.1012.8.

Procedure for Direct Claims. In the event that (a) If an Indemnified Party advances a Claim for shall claim indemnification hereunder that does not involve a Third Party Claimfor any claim other than third-party claims, the Indemnified Party shall, as promptly as practicable, deliver to shall notify the Indemnifying Party a in writing of the basis for such claim, setting forth the nature and amount of the Seller Damages or Buyer Damages, as applicable resulting from such claim. The Indemnifying Party shall give written notice that contains: (a) a description and the amount (the “Claimed Amount”) of any Losses incurred or suffered by disagreement with such claim within 15 days following receipt of the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation ’s notice of the basis therefor; claim, specifying in reasonable detail the nature and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery extent of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amountdisagreement. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts are unable to resolve such dispute as promptly as practicable. If such dispute is not resolved any disagreement within 60 30 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery receipt by the Indemnifying Party of such response, the Indemnified Party of the notice referred to in the preceding sentence, then the parties hereto agree, subject to Section 10.6, to arbitrate any direct claim for Damages less than $7,500,000 (an “Arbitration Dispute”) pursuant to this Section 10.5. With respect to any direct claim for Damages in excess of $7,500,000, the parties are free to pursue recourse in state or federal courts. (b) With respect to any Arbitration Dispute, any party may commence arbitration proceedings with the CPR Institute for Arbitration Dispute Resolution office (the “CPR”) by filing a demand for arbitration in writing (a “Demand”) with the CPR and by simultaneously sending a copy of the Indemnifying Party Demand to the other parties. The arbitration proceedings shall be governed by and decided in accordance with the CPR Rules for Non-Administered Arbitration then in effect, unless the parties to the arbitration shall mutually agree otherwise in writing. Any evidentiary rules not expressly provided by the CPR Rules shall be determined in accordance with the Federal Rules of Evidence. The arbitration shall be governed by the U.S. Arbitration Act, 9 U.S.C. § 1, et seq. and shall be administered under the procedures set forth herein. (c) The arbitration panel to be selected (the “Arbitrators”) shall be a balanced panel, consisting of (i) three independent and impartial arbitrators selected pursuant to CPR Rule 6.4 in the event the total amount in the Arbitration Dispute is $3 million or more; or (ii) one independent and impartial arbitrator selected pursuant to CPR Rule 6.4 in the event the total amount in the Arbitration Dispute is less than $3 million. (d) The arbitration shall be conducted in Boston, Massachusetts; provided that the Arbitrator(s) may, for the convenience of the parties and without changing the sites of the arbitration proceeding, permit the taking of evidence outside of Boston. (e) The Arbitrator(s) shall permit and facilitate discovery pursuant to Rule 11 of the Federal Rules of Civil Procedure, except that for claims involving $1 million or less, no more than two depositions shall be permitted. Within 30 days after selection of the Arbitrator(s), the party filing the demand for arbitration shall provide copies of all business documents and other evidence in its possession that support its demand. Within 30 days of receipt of such information, the receiving party shall produce all business documents and evidence that support its defense or response. Thereafter, each party shall have the right to submit such dispute other discovery procedures as the Arbitrator(s) may determine to be reasonably necessary for a fair understanding of any legitimate issue raised in the arbitration. A party’s failure to timely disclose documents, witnesses, expert reports, calculations and other evidence relating to the Arbitration Dispute shall operate as a bar to the nondisclosing party’s use of such evidence, and, in the discretion of the Arbitrator(s), be a basis for sanctions, including an award against the nondisclosing party. (f) It is the intention of the parties hereto that the arbitration proceeding be completed through the rendering of the award within six months of the selection of the Arbitrator(s), and each party hereto shall so instruct the Arbitrator(s) and take such other actions as may be reasonably required to give effect to such intention. The award of the Arbitrator(s) may be monetary damages, an order requiring performance of obligations under this Agreement or any other appropriate award or remedy. The Arbitrator(s) may not make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. Notwithstanding anything to the contrary, the Arbitrator(s) shall not be authorized or empowered to award punitive, exemplary, consequential or special damages, and the parties expressly waive any claim to such damages. (g) The fees and expenses of the Arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that, at the conclusion of the arbitration, the prevailing party shall be entitled to recover all attorneys’ fees, filing fees, costs, including the costs of the arbitration previously advanced, expert fees and costs, and related expenses from the non-prevailing party and such recovery shall be made part of any judgment or arbitration award. (h) The final award rendered by the Arbitrator(s) (after any CPR appeal allowed herein) shall be final and binding upon the parties and judgment may be entered by any competent court having jurisdiction thereof. In the event of an arbitration award of Damages less than $1 million (inclusive of costs, fees and interest), such award shall not be subject to appeal. In the event the award exceeds $1 million (inclusive of any award of costs, fees and interest), an appeal may be taken under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel arising out of or related to this Agreement. Such appeal must conform to the requirements of the CPR Arbitration Appeal Procedure. Notwithstanding anything to the contrary provided in this paragraph and without prejudice to the above procedures, any of the parties may apply to any court of competent jurisdiction for temporary injunctive judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitration panel is convened and available to hear such party’s request for temporary relief. The award rendered by the Arbitrator(s), after any appeal taken pursuant to the foregoing, shall be final and not subject to judicial review, and judgment thereon may be entered in accordance any court of competent jurisdiction. The award of the Arbitrator(s) shall be accompanied by a written explanation of the basis for the award. Any amount owing by any Person as a result of this Section 10.5 shall be paid within two Business Days after final determination of such amount. (i) The parties agree that (i) the provisions of this Section 10.5 shall not apply to any preliminary or temporary equitable relief sought with Section 8.10respect to breaches of the obligations set forth in Sections 8.4 (intellectual property), 8.5 (access to information, etc.) and 12.4 (publicity), and (ii) the Arbitrator shall have no power to grant such preliminary or temporary relief with respect to breaches of such obligations.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: “Direct Claim Notice”). The Indemnifying Party shall have a period of twenty (a20) a description and Business Days from the amount date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written 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 of 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 such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute pursue all remedies under Section 11.11. To the extent that any FAAC Indemnitees prevail in a Direct Claim (or the Members’ Representative concedes (on behalf of the Members), or otherwise does not timely respond to a Direct Claim Notice made by FAAC) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to FAAC from the General Indemnity Escrow the amount of the Direct Claim) with no further action required by the Members, or the Members’ Representative. Direct Claims shall be satisfied from the FAAC common stock and cash in the General Indemnity Escrow, pro rata in the same proportion as promptly as practicable. If such dispute is not resolved within 60 days the cash and the value of the FAAC common stock then in the General Indemnity Escrow bear to one another (with the FAAC stock then in the General Indemnity Escrow (valued at the closing price of the FAAC common stock (on Nasdaq OTC, or such longer period as may reasonably be required in order other recognized stock market on which the FAAC common stock is then trading) on the last trading day immediately prior to properly exchange all relevant information following the day of delivery of such stock by the Indemnifying Party Escrow Agent to FAAC). For example, if as of the date the Escrow Agent makes a distribution of $500,000 to FAAC pursuant to this Section 9.2(d) and the General Indemnity Escrow contains (A) $2,716,100 of cash and comprising 70.55% of the General Indemnity Escrow, and (B) FAAC common stock with a value of $1,334,000 (valued at the closing price of the FAAC common stock (on Nasdaq OTC, or such other recognized stock market on which the FAAC common stock is then trading) on the last trading day immediately prior to the day of delivery of such responsestock by the Escrow Agent to FAAC) comprising 29.45% of the General Indemnity Escrow; then the distribution by the Escrow Agent to FAAC shall be comprised of cash in the amount of $352,750 and FAAC common stock with a value of $142,250 (valued at the closing price of the FAAC common stock (on Nasdaq OTC, or such other recognized stock market on which the FAAC common stock is then trading) on the last trading day immediately prior to the day of delivery of such stock by the Escrow Agent to FAAC). In the event that a Direct Claim is in excess of the General Indemnity Escrow, the Indemnified Party Members shall be and remain jointly and severally liable for any or all of such excess, subject to the Indemnifying Party shall each have the right to submit such dispute to a court limitations of competent jurisdiction in accordance with Section 8.10this ARTICLE IX, including without limitation, Sections 9.2(e) and 9.2(f).

Procedure for Direct Claims. In the event that an Indemnified Party advances a Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: (a) a description and “Direct Claim Notice”), setting forth in reasonable detail the amount (basis for the “Claimed Amount”) of any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 claim and a reasonable explanation estimate of the basis therefor; and (c) amount of such claim, if estimable. The Indemnifying Party shall have a demand for payment by the Indemnifying Party. Within period of thirty (30) days after delivery Business Days from the date of such written 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 of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount receipt (the “Agreed AmountDirect Claim Notice Period”) (in within which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amountrespond to a Direct Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under this Agreement. If such dispute is To the extent that any NovaBay Indemnitees prevail in a Direct Claim (or the Sellers concede, or otherwise do not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by NovaBay), then, subject to the limitations set forth in this Article 10, the Direct Claim shall be required in order to properly exchange all relevant information following first satisfied from an offset against the delivery by Escrow Amount, then if the Indemnifying Party Direct Claim exceeds the Escrow Amount, then the remainder of such responseDirect Claim, may be, at NovaBay’s option, satisfied by any earned Year 1 Earn Out and/or Year 2 Earn Out; for the avoidance of doubt, NovaBay may alternatively opt to pursue indemnification from the Sellers and the Founders directly subject to the limitations set forth in this Article 10. Subject to the limitations set forth in this Article 10, the Indemnified Party Sellers and the Indemnifying Party Founders shall each have be and remain liable for the right to submit amount of such dispute to a court excess of competent jurisdiction in accordance with Section 8.10the Direct Claim once the Escrow Amount is exhausted.