Common use of Procedure For Indemnification with Respect to Non-Third Party Claims Clause in Contracts

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Parties, within 30 days after the mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such Indemnifying Parties contest the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.11 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages an Indemnifiable Claim (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify Party specifying the nature and amount of the claim asserted and indicate (the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence"Non- Third Party Claim Indemnification Notice"). If such the Indemnifying PartiesParty, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the mailing of notice by Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified PartyParty (the "Contest Notice"), such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid claimIndemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice a Contest Notice to the Indemnified Party within said such period, then the parties shall act in good faith to reach agreement regarding such claim. If if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) 60 days after such notice thereofwas first given to the Indemnifying Party, such claim will be submitted parties may seek any remedy available to and settled by arbitration pursuant to Section 7.11 hereofthem at law or in equity.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Parties, within 30 days after the mailing receipt of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such Indemnifying Parties contest the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.11 7.10 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party an indemnified party asserts the existence of a claim giving rise with respect to Damages Losses (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Partiesindemnifying party. Such written notice shall state that it is being given pursuant to this Section 5.511.4(b), specify the nature and amount of the claim asserted asserted, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Partiesthe indemnifying party, within 30 days after the mailing of notice by the Indemnified Partysuch indemnified party, shall not give written notice to the Indemnified Party such indemnified party announcing their its intent to contest such assertion of the Indemnified Partysuch indemnified party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such Indemnifying Parties contest the indemnifying party contests the assertion of a claim by giving such written notice to the Indemnified Party such indemnified party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If In the event that litigation shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such litigation including attorney fees, if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.11 hereofnotice.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying PartiesParty. Such written notice shall state that it is being given pursuant to this Section 5.57.4, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such the Indemnifying PartiesParty, within 30 60 days after the mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If In the parties hereto, acting in good faith, cannot reach agreement event that litigation shall arise with respect to any such claim within ten (10) days after notice thereofclaim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such claim will be submitted to and settled by arbitration pursuant to Section 7.11 hereoflitigation including attorney fees.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages an Indemnifiable Claim (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify Party specifying the nature and amount of the claim asserted and indicate (the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence"Non-Third Party Claim Indemnification Notice"). If such the Indemnifying PartiesParty, within 30 days (or such longer time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the mailing of notice by Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified PartyParty (the "Contest Notice"), such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid claimIndemnifiable Claim. During the time period set forth in the immediately preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice a Contest Notice to the Indemnified Party within said such period, then the parties shall act in good faith to reach agreement regarding such claim. If if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) 60 days after such notice thereofwas first given to the Indemnifying Party, such claim will be submitted parties may seek any remedy available to and settled by arbitration pursuant to Section 7.11 hereofthem at law or in equity.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim an Identifiable Claim giving rise to Purchaser Damages or Shareholders Damages, as applicable (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.58.5, specify the nature and amount of the claim Identifiable Claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim Identifiable Claim deemed a valid claim Identifiable Claim (such date to be established in accordance with the next sentence). If such Indemnifying Parties, within 30 60 days after the mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claimIdentifiable Claim. In the event, however, that such Indemnifying Parties contest the assertion of a claim an Identifiable Claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim Identifiable Claim will be submitted to and settled by arbitration or resolved pursuant to Section 7.11 10.14 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. (a) In the event that the Indemnified Party asserts the existence of a claim an Indemnifiable Claim giving rise to Damages (but excluding claims Indemnifiable Claims resulting from the assertion of liability by third parties), it shall give written notice promptly deliver a Claim Notice to the Indemnifying Parties. Such written notice shall state Party stating that it is being given pursuant Damages exist with respect to indemnification obligations of the Indemnifying Party set forth in this Section 5.5Article 6, specify and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, accrued or arose, and the nature and amount of the misrepresentation, breach of warranty, covenant or claim asserted and indicate the date on to which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence)item is related. If such the Indemnifying PartiesParty, within 30 sixty (60) days after the mailing of notice by the Indemnified Partyreceiving such Claim Notice, shall has not give given written notice to the Indemnified Party announcing their its intent to contest such assertion of by the Indemnified Party, such assertion shall be deemed accepted and the amount of claim Indemnifiable Claim shall be deemed a valid claim. In Indemnifiable Claim. (b) If the event, however, that such Indemnifying Parties contest Party contests the assertion validity of a claim an Indemnifiable Claim under Section 6.6(a) by giving such written notice to the Indemnified Party within said such 60-day period, then the parties shall act endeavor in good faith to reach agreement regarding such claimresolve the Indemnifiable Claim. If the parties hereto, acting in good faith, cannot reach agreement with respect are unable to such claim resolve the validity of the Indemnifiable Claim within ten sixty (1060) days after notice thereofthe Indemnifying Party delivers such notice, such claim will then each of the parties shall be submitted entitled to and settled by arbitration pursuant pursue all available remedies to Section 7.11 hereofprosecute the Indemnifiable Claim.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that (a) If the Indemnified Party asserts the existence of a claim an Indemnifiable Claim giving rise to Damages (but excluding claims Indemnifiable Claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5Party specifying, specify with reasonable detail, the nature and amount of the claim Indemnifiable Claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed (also, a valid claim (such date to be established in accordance with the next sentence“Claim Notice”). If such the Indemnifying PartiesParty, within 30 20 days after the mailing of notice by the Indemnified Partyreceiving such Claim Notice, shall has not give given written notice to the Indemnified Party announcing their its intent to contest such assertion of by the Indemnified Party, such assertion shall be deemed accepted and the amount of claim Indemnifiable Claim shall be deemed a valid claim. In Indemnifiable Claim. (b) If the event, however, that such Indemnifying Parties contest Party contests the assertion of a claim an Indemnifiable Claim by giving such written notice to the Indemnified Party within said such 20-day period, then the parties shall act negotiate in good faith to reach agreement regarding such claimresolve the Indemnifiable Claim. If the parties hereto, acting in good faith, cannot reach agreement with respect are unable to such claim resolve the Indemnifiable Claim within ten (10) 60 days after notice thereofthe Indemnifying Party delivers such notice, such claim will then either party shall be submitted entitled to and settled by arbitration pursuant pursue all available remedies to Section 7.11 hereofprosecute the Indemnifiable Claim.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that If the Indemnified Party asserts the existence of a claim giving rise to Damages an Indemnifiable Claim (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify Party specifying the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence)asserted. If such the Indemnifying PartiesParty, within 30 45 days after the mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claimIndemnifiable Claim. In During the eventtime period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. If, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said that period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, shall attempt to reach agreement with respect to that Indemnifiable Claim within ten days after that notice. If the parties cannot reach agreement with respect to such claim that Indemnifiable Claim within ten (10) 30 days after notice thereofthat notice, any party shall seek to resolve such claim will be submitted dispute first by mediation (not to exceed six months) and settled by arbitration pursuant to then in the courts identified in Section 7.11 hereof7.14.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying PartiesParty. Such written notice shall state that it is being given pursuant to this Section 5.58.5, specify with particularity the nature and amount of the claim asserted asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such the Indemnifying PartiesParty, within 30 fifteen (15) days after the mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) fifteen days after notice thereofsuch notice, such then the claim will shall be submitted to and finally settled by arbitration pursuant to as set forth in Section 7.11 11.13 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim Claim giving rise to Damages Losses (but excluding claims Claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying PartiesParty. Such written notice (the “Claim Notice” and, together with the Notice of Claim, the “Notice”) shall state that it is being given pursuant to this Section 5.513.5, specify the nature and amount of the claim asserted Claim asserted, provide a reasonably detailed description of the factual basis thereof and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence)) and the amount of the Claim if deemed a valid Claim. If such the Indemnifying PartiesParty, within 30 thirty (30) days after the mailing delivery of notice such Claim Notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim the Claim set forth in such notice shall be deemed a valid claimClaim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim Claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement and settlement regarding such claimClaim. If the parties hereto, acting in good faith, cannot reach agreement with respect come to an agreement, then such claim within ten (10) days after notice thereof, such claim will dispute shall be submitted to and settled finally determined by arbitration pursuant conducted according to the procedures set forth in Section 7.11 hereof13.6.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying PartiesParty. Such written notice shall state that it is being given pursuant to this Section 5.513.4, specify with particularity the nature and amount of the claim asserted asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence); provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party before the termination, pursuant to Sections 13.1 and 13.2 hereof, of the representations, warranties, covenants and agreements upon which such Identifiable Claim(s) are based. If such the Indemnifying PartiesParty, within 30 thirty (30) days after the mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties heretoto this Agreement, acting in good faith, cannot reach agreement with respect to such claim within ten fifteen (1015) days after notice thereofsuch notice, such claim will be submitted to and settled by arbitration pursuant to then the parties may pursue other legal or equitable remedies in accordance with Section 7.11 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. (a) In the event that the Indemnified Party asserts the existence of a claim an Indemnifiable Claim giving rise to Damages (but excluding claims Indemnifiable Claims resulting from the assertion of liability by third parties), it shall give written notice promptly deliver a certificate signed by the Indemnified Party to the Indemnifying Parties. Such written notice shall state Party stating that it is being given pursuant Damages exist with respect to indemnification obligations of the Indemnifying Party set forth in this Section 5.5Article 9, specify and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, accrued or arose, and the nature and amount of the misrepresentation, breach of warranty, covenant or claim asserted and indicate the date on to which such assertion shall be deemed accepted and the amount of the claim deemed item is related (also a valid claim (such date to be established in accordance with the next sentence“Claim Notice”). If such the Indemnifying PartiesParty, within 30 twenty (20) days after the mailing of notice by the Indemnified Partyreceiving such Claim Notice, shall has not give given written notice to the Indemnified Party announcing their its intent to contest such assertion of by the Indemnified Party, such assertion shall be deemed accepted and the amount of claim Indemnifiable Claim shall be deemed a valid claim. In Indemnifiable Claim. (b) If the event, however, that such Indemnifying Parties contest Party contests the assertion of a claim an Indemnifiable Claim under Section 9.7(a) by giving such written notice to the Indemnified Party within said such 20-day period, then the parties shall act endeavor in good faith to reach agreement regarding such claimresolve the Indemnifiable Claim. If the parties hereto, acting in good faith, cannot reach agreement with respect are unable to such claim resolve the Indemnifiable Claim within ten twenty (1020) days after notice thereofthe Indemnifying Party delivers such notice, such claim will then each of the parties shall be submitted entitled to and settled by arbitration pursuant pursue all available remedies to Section 7.11 hereofprosecute the Indemnifiable Claim.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages an Indemnifiable Claim (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify Party specifying the nature and amount of the claim asserted and indicate (the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence"Non-Third Party Claim Indemnification Notice"). If such the Indemnifying PartiesParty, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the mailing of notice by Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing their intent to contest such assertion of the Indemnified PartyParty (the "Contest Notice"), such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claimIndemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice a Contest Notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.11 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying PartiesParty. Such written notice shall state that it is being given pursuant to this Section 5.58.5, specify with particularity the nature and amount of the claim asserted asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such the Indemnifying PartiesParty, within 30 sixty (60) days after the mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, then such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.11 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying PartiesParty. Such written notice shall state that it is being given pursuant to this Section 5.58.5, specify with particularity the nature and amount of the claim asserted asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence); provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party before the later of November 30,2000 or the termination, pursuant to Section 8.1(a) hereof, of the representation and warranties upon which such Indemnifiable Claim(s) are based. If such the Indemnifying PartiesParty, within 30 60 days after the mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.11 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages an Indemnifiable Claim (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Parties. Such written notice shall state that Party specifying in reasonable detail and to the extent known to it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted and indicate (the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence"Non-Third Party Claim Indemnification Notice"). If such the Indemnifying PartiesParty, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim, not to exceed 45 days), after receiving the mailing of notice by Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified PartyParty (the "Contest Notice"), such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claimIndemnifiable Claim, and the Indemnified Party may recover from the Indemnifying Party in satisfaction thereof (including, in the case of Buyer, by disbursement from the Escrow, or otherwise). During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice a Contest Notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) 10 days after notice thereofdelivery of the Contest Notice, such claim will be submitted to and settled by arbitration pursuant to Section 7.11 hereofparties may seek any remedy available thereto at law or in equity.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages an Indemnifiable Claim (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Parties. Such written notice shall state that Party specifying in reasonable detail and to the extent known to it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted and indicate (the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence“Non-Third Party Claim Indemnification Notice”). If such the Indemnifying PartiesParty, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the mailing of notice by Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified PartyParty (the “Contest Notice”), such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claimIndemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice a Contest Notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) 10 days after notice thereofsuch notice, such claim will be submitted to and settled by arbitration pursuant to Section 7.11 hereofparties may seek any remedy available thereto at law or in equity.