Common use of Procedure for Other Claims Clause in Contracts

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) ), based upon the information then available to the Indemnified Party, which contains (i) a description and the amount (the “Claimed Amount”) of any Damages Losses incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, therefor and (iii) a demand for payment in the amount of such DamagesLosses. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable reasonably detailed explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shallshall either: (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 of the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer) (subject to the limitations on indemnification set forth in this Article VI), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1411.13.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and and, if then known, the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified PartyParty or the method of computation of the amount of such claim of any Damages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such DamagesDamages (including wire instructions if payment is requested to be made by wire transfer). Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: shall (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount including the reasons therefor. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith commercially reasonable efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1410.9.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI IV which is not subject to Section 6.3(a4.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI IV and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: shall (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.149.14.

Procedure for Other Claims. An Any claim on account of Losses for which indemnification is provided under this Agreement, which does not result from a claim of a third party, will be asserted by written notice (setting forth in reasonable detail the facts or circumstances that allegedly give rise to such claim and, to the extent known, the amount thereof and include copies of all material written evidence thereof) given by the Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written from whom such indemnification is sought, which notice (a “Claim Notice”) which contains (i) a description and shall be given promptly after such Indemnified Party obtains actual knowledge of the amount (the “Claimed Amount”) existence of any Damages incurred by the Indemnified Party, (ii) a statement that such claim. The failure or delay of the Indemnified Party is entitled to indemnification under this Article VI and deliver prompt written notice of a reasonable explanation claim shall not affect the indemnity obligations of the basis thereforIndemnifying Party hereunder, except to the extent the Indemnifying Party was actually and (iii) a demand for payment materially disadvantaged by such failure or delay in the amount delivery of notice of such Damagesclaim. Within The Indemnifying Party shall have 30 days after delivery its receipt of a Claim Noticesuch notice to respond in writing to such claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall deliver be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party a written response in which on the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled terms and subject to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14this Agreement.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI IV which is not subject to Section 6.3(a4.3(a) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI IV and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days As soon as practicable after delivery of a Claim Notice, and in any event no later than 20 days thereafter, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.146.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI ARTICLE VIII which is not subject to Section 6.3(a8.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI ARTICLE VIII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ix) 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 written notice by the Indemnifying Party to the Escrow Agent authorizing disbursement of the Claimed Amount from the General Escrow Account to Buyer, or a written notice by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer, as applicable), (IIy) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment written notice by the Indemnifying Party to the Escrow Agent authorizing disbursement of the Agreed Amount from the General Escrow Account to Buyer, or a written notice by the Indemnifying Party to the Indemnified Party of the Agreed Claimed Amount, by check or by wire transfer, as applicable), or (IIIz) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction for resolution in accordance with the provisions of Section 11.1411.9.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) or 6.3(b) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) or which is subject to Section 6.3(a), but for which the Indemnifying Party does not assume control of the defense, shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer)) and state the reasons for contesting the portion of the Claimed Amount that is not paid, or (III) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount and state the reasons therefor. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1410.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) ), to the extent then known, of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1410.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which Section 6 that is not subject to Section 6.3(a) 6.3.1 shall deliver to the Indemnifying Party a prompt written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages Losses incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI Section 6 and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such DamagesLosses. Within 30 sixty (60) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shallshall either: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount in whole or in part. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to then either party may file suit in a court of competent jurisdiction as provided in accordance Section 12.4. As a condition to any payment by the Indemnifying Party, the Indemnified Party shall assign to the Indemnifying Party all of its rights with respect to the provisions subject matter of Section 11.14the claim or otherwise make arrangements reasonably satisfactory to the Indemnifying Party to provide that the Indemnifying Party is subrogated to such rights.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) or 6.3(b) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), ) or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction arbitration in accordance with the provisions of Section 11.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which 6 that is not subject to Section 6.3(a) shall deliver to the Indemnifying Party or in the case of the Sellers, to the Sellers’ Representative, a prompt written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI 6 and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 sixty (60) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shallshall either: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount in whole or in part. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying then either Party and the Indemnified Party shall each have the right to submit such dispute to may file suit in a court of competent jurisdiction as provided in accordance Section 10.16. As a condition to any payment by the Indemnifying Party, the Indemnified Party shall assign to the Indemnifying Party all of its rights with respect to the provisions subject matter of Section 11.14the claim or otherwise make arrangements reasonably satisfactory to the Indemnifying Party to provide that the Indemnifying Party is subrogated to such rights.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI VII which is not subject to Section 6.3(a7.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI VII, the amount of Damages incurred, if then ascertainable, and a reasonable explanation of the basis therefor, of the claim for indemnification and (iii) a demand for payment in the amount of such DamagesDamages incurred. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount indemnification hereunder (in which case such response shall be accompanied by a payment by the Indemnifying Party shall make payment to the Indemnified Party of the Claimed AmountParty, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party an amount equal to the Indemnified Party of the Agreed Amount, by check Damages incurred or by wire transfersuffered), or (IIIii) contest that the Indemnified Party is entitled to receive any indemnification hereunder or the amount of Damages claimed by the Claimed AmountIndemnifying Party. If the Indemnifying Party in such response contests the payment right to indemnification hereunder, or if the Parties are unable to agree on the amount of all Damages incurred or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such responsesuffered, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction arbitration in accordance with the provisions of Section 11.1411.9.

Procedure for Other Claims. An Subject to Section 6.3(a), an Indemnified Party wishing to assert a claim for indemnification under this Article ARTICLE VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ix) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such the response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), ; (IIy) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Agreed Amount (the “Agreed Amount”) (in which case such the response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), ; or (IIIz) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such its response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such the related dispute. If such the related dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such its response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such the dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1412.12.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”"CLAIM NOTICE") which contains (i) a description and the amount amount, if known (the “Claimed Amount”"CLAIMED AMOUNT") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”"AGREED AMOUNT") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction binding arbitration in New York, New York. All claims shall be settled by three arbitrators in accordance with the provisions Commercial Arbitration Rules then in effect of Section 11.14the American Arbitration Association ("AAA Rules"). The Indemnifying Party and the Indemnified Party shall each designate one arbitrator within the earlier to occur of (i) 30 days after the delivery of the Indemnifying Party's notice contesting the Claimed Amount, and (ii) 15 days after receipt of a proposed list of arbitrators from the American Arbitration Association. The Indemnifying Party and the Indemnified Party shall cause such designated arbitrators mutually to agree upon and designate a third arbitrator; provided, however, that (i) failing such agreement within 45 days of delivery of the Indemnifying Party's response contesting the Claimed Amount, the third arbitrator shall be appointed in accordance with the AAA Rules and (ii) if either the Indemnifying Party or the Indemnified Party fail to timely designate an arbitrator, the dispute shall be resolved by the one arbitrator timely designated. The Indemnifying Party and the Indemnified Party shall pay the fees and expenses of their respectively designated arbitrators and shall bear equally the fees and expenses of the third arbitrator. The Indemnifying Party and the Indemnified Party shall cause the arbitrators to decide the matter to be arbitrated pursuant hereto within 60 days after the appointment of the last arbitrator. The arbitrators' decision shall relate solely to whether the Indemnified Party is entitled to receive the Claimed Amount (or a portion thereof) pursuant to the applicable terms of this Agreement. The final decision of the arbitrator, or a majority of the arbitrators in the case of three arbitrators, shall be furnished to the Indemnifying Party and the Indemnified Party in writing and shall constitute a conclusive determination of the issue in question, binding upon the Indemnifying Party and the Indemnified Party, and shall not be contested by any of them. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrators' award.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI VII which is not subject to Section 6.3(a7.4(a) shall deliver to the Indemnifying Party a prompt written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages Losses incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI VII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such DamagesLosses. Within 30 60 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount in whole or in part. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts shall, prior to taking any other action, first attempt to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.148.8. As a condition to any payment by the Indemnifying Party, the Indemnified Party shall assign to the Indemnifying Party all of its rights with respect to the subject matter of the claim or otherwise make arrangements reasonably satisfactory to the Indemnifying Party to provide that the Indemnifying Party is subrogated to such rights.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) 6.4 shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Buyer Damages or Seller Damages, as applicable, incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Buyer Damages or Seller Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with this Agreement. If, within 30 days of receipt of a Claim Notice, the provisions Indemnifying Party fails to provide a written response to the Claim Notice in accordance with this Section 6.4(b), then the Indemnifying Party shall be deemed to have accepted and agreed to pay the Claimed Amount set forth in such Claim Notice up to and only to the extent that the Indemnified Party is actually prejudiced as a result of Section 11.14such failure by the Indemnifying Party to provide a written response, and the Indemnified Party may exercise any and all legal or equitable remedies available to the Indemnified Party under this Agreement or otherwise with respect to such Claimed Amount.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI ARTICLE VII which is not subject to Section 6.3(a7.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI ARTICLE VII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14jurisdiction.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (to the “extent then known and quantifiable) (the "Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to indemnification or to receive any of the Claimed AmountAmount (in which case the response shall be accompanied by a reasonably detailed description of the reason for such contest). If the Indemnifying Party in such response contests the right to indemnification or the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction arbitration in accordance with the provisions of Section 11.1410.15.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under pursuant to Section 9.02 or Section 9.03 of this Article VI which Agreement that is not subject to Section 6.3(a9.04(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) Notice which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount in whole or in part. If the Indemnifying Party in such response contests the payment of all or part of the Claimed AmountAmount or if the Indemnifying Party fails to respond, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 thirty days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to then either party may file suit in a court of competent jurisdiction in accordance with the provisions of Section 11.14jurisdiction.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which VIII that is not subject to Section 6.3(a) 8.4 shall deliver to the Indemnifying Party a prompt written notice (a “Claim Notice”) which contains (ia) a description and of the amount (or if the amount is unknown, an estimate of the amount) (the “Claimed Amount”) of any Damages Losses incurred by the Indemnified Party, (iib) a statement that the Indemnified Party has incurred Losses or anticipates that it will incur Losses for which such Indemnified Party is entitled to indemnification under this Article VIII, (c) a statement that the Indemnified Party is entitled to indemnification under this Article VI VIII and a reasonable explanation of the basis therefortherefor (including the nature of the breach of representation or warranty, breach of covenant or agreement, or other matter to which each such claim is related), and (iiid) a demand for payment in the amount of such DamagesLosses. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that it is responsible for the claim under the Claim Notice and that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response amount shall be accompanied by a payment by the Indemnifying Party paid to the Indemnified Party in accordance with Section 8.6 promptly upon delivery of the Claimed Amountsuch written response); provided, by check or by wire transfer)however, (II) agree that the Indemnified Party is entitled to receive part, but not all, payment of the Claimed Amount (shall not be deemed full satisfaction of the “Agreed Amount”) (in which case such response shall be accompanied claim if the Claimed Amount was an estimate of the amount of Losses incurred by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer)in connection therewith, or (IIIii) contest that the Indemnified Party is entitled to receive any the Claimed Amount in whole or in part; provided, that if the Indemnifying Party fails to deliver a written response to a Claim Notice within such thirty (30) day period, the Indemnifying Party shall be deemed to have agreed that it is responsible for the claim under the Claim Notice and that the Indemnified Party is entitled 39 to receive all of the Claimed AmountAmount in accordance with (i) above. During such (30) day period, the Indemnified Party will allow the Indemnifying Party and its representatives to investigate the matter giving rise to the claim, and reasonably respond to requests for information with respect to such claim. If the Indemnifying Party in such its response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of this Agreement; provided that the uncontested part of the Claimed Amount shall be paid to the Indemnified Party in accordance with Section 11.148.6 promptly upon delivery of such written response.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1410.12.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (IIii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), ) or (IIIiii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a6.04(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and and, if then known, the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified PartyParty or the method of computation of the amount of such claim of any Damages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such DamagesDamages (including wire instructions if payment is requested to be made by wire transfer). Within 30 twenty (20) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: shall (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case case, within five (5) Business Days of such response shall be accompanied by a payment by response, the Indemnifying Party shall, as applicable, pay to the Indemnified Party of the Claimed Amount, by check or by wire transfer, or Seller and Buyer shall deliver joint written instructions to the Escrow Agent to release to the Indemnified Party from the Escrow Amount an amount equal to the Claimed Amount to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment), (IIB) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case case, within five (5) Business Days of such response shall be accompanied by a payment by response, the Indemnifying Party shall, as applicable, pay to the Indemnified Party of the Agreed Amount, by check or by wire transfer, or Seller and Buyer shall deliver joint written instructions to the Escrow Agent to release to the Indemnified Party from the Escrow Amount an amount equal to the Agreed Amount to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount including the reasons therefor. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith commercially reasonable efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.10.09. Section 6.05

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (IIii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Claimed Amount, by check or by wire transfer), ) or (IIIiii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction binding arbitration in accordance with the provisions of Section 11.1410.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI V which is not subject to Section 6.3(a5.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI V and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim non-Third Party Claim for indemnification under this Article VI which is not subject to Section 6.3(a) 7 shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI Section 7 and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such DamagesClaimed Amount. Within 30 twenty-five (25) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ix) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (IIy) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfertransfer ), or (IIIz) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit litigate such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.148.1.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which 4 that is not subject to Section 6.3(a4.3(a) shall deliver to the Indemnifying Party or in the case of the Sellers, to the Sellers’ Representative, a prompt written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI 4 and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 sixty (60) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shallshall either: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount in whole or in part. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, then either Party may file a claim subject to the terms and provisions of this Agreement. As a condition to any payment by the Indemnifying Party and Party, the Indemnified Party shall each have assign to the right Indemnifying Party all of its rights with respect to submit the subject matter of the claim or otherwise make arrangements reasonably satisfactory to the Indemnifying Party to provide that the Indemnifying Party is subrogated to such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14rights.

Procedure for Other Claims. An Indemnified Party wishing to assert a non-Third Party claim for indemnification under this Article VI which is not subject to Section 6.3(a) 10 shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI Section 10 and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such DamagesClaimed Amount. Within 30 twenty-five (25) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ix) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (IIy) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfertransfer ), or (IIIz) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction arbitration in accordance with the provisions of Section 11.1414.1.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 twenty (20) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), or (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit litigate such dispute or to a court of competent jurisdiction in accordance with the provisions of Section 11.14take such other actions, as they may deem appropriate.

Procedure for Other Claims. An In the event that any Indemnified Party wishing to assert should have any claim against any Indemnifying Party under Section 9.1 that does not involve a third party claim for indemnification as contemplated under this Article VI which is not subject to Section 6.3(a) 9.4, the Indemnified Party shall deliver to notify the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred such claim within 15 business days of obtaining knowledge of the occurrence of such claim. The failure by the Indemnified Party, (ii) a statement that the any Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, so notify the Indemnifying Party within this time period shall deliver to the Indemnified Party a written response in which not relieve the Indemnifying Party shall: (I) agree that the from any liability which it may have to such Indemnified Party is entitled under Section 9.1, except to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by extent that the Indemnifying Party to the Indemnified Party of the Claimed Amount, is materially prejudiced by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amountfailure. If the Indemnifying Party does not notify the Indemnified Party within 15 business days period following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under Section 9.1, such claims specified by the Indemnified Party in such response contests the payment of all or part notice shall be conclusively deemed a liability of the Claimed AmountIndemnifying Party under Section 9.1 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined by agreement between the Indemnifying Party and the Indemnified Party or by judgment or decree of a court of competent jurisdiction. If the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party and the Indemnified Party shall use good faith efforts attempt to resolve such disputeclaim in good faith prior to initiating litigation with respect to such matter. If Notwithstanding the foregoing, if no resolution is reached within 45 days of the delivery of a notice of such dispute claim, then either party may initiate any proceeding or pursue any remedy it deems appropriate and that is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14prohibited hereby.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a6.4(a) or Section 6.3 shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have discuss in good faith the right to submit such submission of the dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14binding arbitration.

Procedure for Other Claims. An Indemnified Party wishing to -------------------------- assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) or 6.3(b) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “------------ "Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a -------------- statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI ARTICLE VII which is not subject to Section 6.3(a7.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI ARTICLE VII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages; provided, however, that no delay or failure on the part of the Indemnified Party in notifying the Indemnifying Party with a Claim Notice shall relieve the Indemnifying Party of any liability or obligation hereunder, except to the extent that the Damages for which the Indemnifying Party may be liable have been increased as a direct result of the Indemnified Party’s delay or failure to give such notice, in which case the Indemnifying Party shall be relieved from liability for such incremental Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1411.13.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI 11 which is not subject to Section 6.3(a) 11.3.1 or 11.3.2 shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Damages indemnifiable damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI 11 and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damagesindemnifiable damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (IIii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIiii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith all commercially reasonable efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14jurisdiction.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) 6 shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the estimated amount (the “"Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI 6 and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (IIii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), ) or (IIIiii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction binding arbitration in accordance with the provisions of Section 11.1414.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI ARTICLE XI which is not subject to Section 6.3(a11.3(a)(each, a “Direct Claim”) shall promptly, but in any event not later than thirty (30) Business Days from the date of such Indemnified Party becoming aware of such Direct Claim, deliver to the Indemnifying Responsible Party a written notice (a “Claim Notice”) which contains (i) a description and the amount of any Losses incurred by the Indemnified Party (the “Claimed Amount”) of any Damages incurred by the Indemnified Party), (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI ARTICLE XI and a reasonable explanation of the legal and factual basis therefortherefor (along with evidence relied upon by the Indemnified Parties), and (iii) a demand for payment in the amount of such DamagesLosses; provided, however, that the failure by any Indemnified Party to give notice as provided herein shall not relieve the Responsible Party of its indemnification obligation under this Agreement except and only to the extent that such Responsible Party is prejudiced as a result of such failure to give notice. The Indemnified Party shall allow the Responsible Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim. Within 30 days thirty (30) Business Days after delivery of a Claim Notice, the Indemnifying Responsible Party shall deliver to the Indemnified Party a written response in which the Indemnifying Responsible Party shallshall either: (IA) 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 Responsible Party to the Indemnified Party of the Claimed Amount, by check or by wire transfertransfer of the Claimed Amount to the Indemnified Party), (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 a payment check, or by wire transfer of the Indemnifying Party Agreed Amount to the Indemnified Party of the Agreed Amount, by check or by wire transferParty), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount (in which case such response shall be accompanied by a reasonably detailed description of the reason for such contest). If the Responsible Party does not respond to a Claim Notice within the aforesaid period of thirty (30) Business Days, the Responsible Party shall be deemed to have contested the entire Claimed Amount. If the Indemnifying Responsible Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Responsible Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 thirty (30) days following the delivery by the Indemnifying Responsible Party of such response, the Indemnifying Responsible Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction arbitration in accordance with the provisions of Section 11.1413.17.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”"CLAIM NOTICE") which contains (i) a description and the amount (the “Claimed Amount”"CLAIMED AMOUNT") of any Damages incurred by the Indemnified PartyParty (to the extent that such Damages can be accurately quantified at the time of the claim), (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, all of the Claimed Amount (the “Agreed Amount”"AGREED AMOUNT") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a6.04(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and and, if then known, the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified PartyParty or the method of computation of the amount of such claim of any Damages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such DamagesDamages (including wire instructions if payment is requested to be made by wire transfer). Within 30 twenty (20) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: shall (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case case, within five (5) Business Days of such response shall be accompanied by a payment by response, the Indemnifying Party shall, as applicable, pay to the Indemnified Party of the Claimed Amount, by check or by wire transfer, or Seller and Buyer shall deliver joint written instructions to the Escrow Agent to release to the Indemnified Party from the Escrow Amount an amount equal to the Claimed Amount to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment), (IIB) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case case, within five (5) Business Days of such response shall be accompanied by a payment by response, the Indemnifying Party shall, as applicable, pay to the Indemnified Party of the Agreed Amount, by check or by wire transfer, or Seller and Buyer shall deliver joint written instructions to the Escrow Agent to release to the Indemnified Party from the Escrow Amount an amount equal to the Agreed Amount to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount including the reasons therefor. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith commercially reasonable efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.10.09. Americas 92425100

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which that is not subject to Section 6.3(a) 6.5 shall deliver to the Indemnifying Party a prompt written notice (a “Claim Notice”) which contains (ia) a description and of the amount (or if the amount is unknown, an estimate of the amount) (the “Claimed Amount”) of any Damages Losses incurred by the Indemnified Party, (iib) a statement that the Indemnified Party has incurred Losses or anticipates that it will incur Losses for which such Indemnified Party is entitled to indemnification under this Article VI, (c) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefortherefor (including the nature of the breach of representation or warranty, breach of covenant or agreement, or other matter to which each such claim is related), and (iiid) a demand for payment in the amount of such DamagesLosses. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that it is responsible for the claim under the Claim Notice and that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response amount shall be accompanied by a payment by the Indemnifying Party paid to the Indemnified Party promptly upon delivery of the Claimed Amountsuch written response); provided, by check or by wire transfer)however, (II) agree that the Indemnified Party is entitled to receive part, but not all, payment of the Claimed Amount (shall not be deemed full satisfaction of the “Agreed Amount”) (in which case such response shall be accompanied claim if the Claimed Amount was an estimate of the amount of Losses incurred by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer)in connection therewith, or (IIIii) contest that the Indemnified Party is entitled to receive any the Claimed Amount in whole or in part; provided, that if the Indemnifying Party fails to deliver a written response to a Claim Notice within such thirty (30) day period, the Indemnifying Party shall be deemed to have agreed that it is responsible for the claim under the Claim Notice and that the Indemnified Party is entitled to receive all of the Claimed AmountAmount in accordance with (i) above. If the Indemnifying Party in such its response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14this Agreement; provided, that the uncontested part of the Claimed Amount shall be paid to the Indemnified Party promptly upon delivery of such written response.

Procedure for Other Claims. An Any claim by an Indemnified Party wishing to assert on account of a claim for indemnification under this Article VI Loss which is does not subject to Section 6.3(aresult from a Third Party Claim (a “Direct Claim”) shall deliver be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof. The failure to give prompt notice to the Indemnifying Party a shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extend such failure shall have materially harmed the Indemnifying Party or caused the Indemnifying Party to forfeit defenses or rights, by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written notice (a “Claim Notice”) which contains (i) a description evidence thereof, and shall indicate the amount (estimated amount, if reasonably practicable, of the “Claimed Amount”) of any Damages incurred Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, (ii) a statement that and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party is entitled shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to indemnification under this Article VI the Company’s premises and a reasonable explanation personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the basis therefor, and (iii) a demand for payment in the amount of Indemnifying Party does not so respond within such Damages. Within 30 days after delivery of a Claim Notice30-day period, the Indemnifying Party shall deliver be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party a written response in which on the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled terms and subject to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14this Agreement.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI V which is not subject to Section 6.3(a5.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI V and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfertransfer ), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI VII which is not subject to Section 6.3(a7.3(a) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI VII, the amount of Damages incurred, if then ascertainable, and a reasonable explanation of the basis therefor, of the claim for indemnification and (iii) a demand for payment in the amount of such DamagesDamages incurred. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount indemnification hereunder (in which case such response shall be accompanied by a payment by the Indemnifying Party shall make payment to the Indemnified Party of the Claimed AmountParty, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party an amount equal to the Indemnified Party of the Agreed Amount, by check Damages incurred or by wire transfersuffered), or (IIIii) contest that the Indemnified Party is entitled to receive any indemnification hereunder or the amount of Damages claimed by the Claimed AmountIndemnifying Party. If the Indemnifying Party in such response contests the payment right to indemnification hereunder, or if the Parties are unable to agree on the amount of all Damages incurred or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such responsesuffered, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1411.9.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which VIII that is not subject to Section 6.3(a) 8.4 shall deliver to the Indemnifying Party a prompt written notice (a “Claim Notice”) which contains (ia) a description and of the amount (or if the amount is unknown, an estimate of the amount) (the “Claimed Amount”) of any Damages Losses incurred by the Indemnified Party, (iib) a statement that the Indemnified Party has incurred Losses or anticipates that it will incur Losses for which such Indemnified Party is entitled to indemnification under this Article VIII, (c) a statement that the Indemnified Party is entitled to indemnification under this Article VI VIII and a reasonable explanation of the basis therefortherefor (including the nature of the breach of representation or warranty, breach of covenant or agreement, or other matter to which each such claim is related), and (iiid) a demand for payment in the amount of such DamagesLosses. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that it is responsible for the claim under the Claim Notice and that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response amount shall be accompanied by a payment by the Indemnifying Party paid to the Indemnified Party in accordance with Section 8.6 promptly upon delivery of the Claimed Amountsuch written response); provided, by check or by wire transfer)however, (II) agree that the Indemnified Party is entitled to receive part, but not all, payment of the Claimed Amount (shall not be deemed full satisfaction of the “Agreed Amount”) (in which case such response shall be accompanied claim if the Claimed Amount was an estimate of the amount of Losses incurred by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer)in connection therewith, or (IIIii) contest that the Indemnified Party is entitled to receive any the Claimed Amount in whole or in part; provided, that if the Indemnifying Party fails to deliver a written response to a Claim Notice within such thirty (30) day period, the Indemnifying Party shall be deemed to have agreed that it is responsible for the claim under the Claim Notice and that the Indemnified Party is entitled to receive all of the Claimed AmountAmount in accordance with (i) above. During such (30) day period, the Indemnified Party will allow the Indemnifying Party and its representatives to investigate the matter giving rise to the claim, and reasonably respond to requests for information with respect to such claim. If the Indemnifying Party in such its response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of this Agreement; provided that the uncontested part of the Claimed Amount shall be paid to the Indemnified Party in accordance with Section 11.148.6 promptly upon delivery of such written response.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI VII which is not subject to Section 6.3(a7.3(a) shall deliver to the Indemnifying Party a written notice (a “"Claim Notice”") which contains (i) a description and the amount (the “"Claimed Amount”") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI VII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 twenty-five (25) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfertransfer ), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.14.Claimed

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and and, if then known, the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified PartyParty or the method of computation of the amount of such claim of any Damages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such DamagesDamages (including wire instructions if payment is requested to be made by wire transfer). Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount including the reasons therefor. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1410.13.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI IX which is not subject to Section 6.3(a9.3(a) shall deliver to the Indemnifying Responsible Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages Losses incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI IX and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such DamagesLosses; provided, however, that the failure by any Indemnified Party to give notice as provided herein shall not relieve the Responsible Party of its indemnification obligation under this Agreement except and only to the extent that such Responsible Party is actually damaged as a result of such failure to give notice. Within 30 days after delivery of a Claim Notice, the Indemnifying Responsible Party shall deliver to the Indemnified Party a written response in which the Indemnifying Responsible Party shall: (IA) 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 Responsible Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment an instruction by the Indemnifying Responsible Party to the Indemnified Party Escrow Agent for the release from the Retention Escrow Funds of the Agreed Amount, by check or by wire transferAmount to the Indemnified Party), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed AmountAmount (in which case such response shall be accompanied by a reasonably detailed description of the reason for such contest). If the Indemnifying Responsible Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Responsible Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Responsible Party of such response, the Indemnifying Responsible Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction arbitration in accordance with the provisions of Section 11.1410.16.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and and, if then known, the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified PartyParty or the method of computation of the amount of such claim of any Damages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (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 a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1410.13.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI VII which is not subject to Section 6.3(a7.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI VII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfertransfer ), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction arbitration in accordance with the provisions of Section 11.1410.17.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI which is not subject to Section 6.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”"CLAIM NOTICE") which contains (i) a description and the amount (the “Claimed Amount”"CLAIMED AMOUNT") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 twenty days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (IIii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”"AGREED AMOUNT") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), ) or (IIIiii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction binding arbitration in accordance with the provisions of Section 11.149.10.

Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI VII which is not subject to Section 6.3(a7.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”"CLAIM NOTICE") which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI VII, the amount of Damages incurred, if then ascertainable, and a reasonable explanation of the basis therefor, of the claim for indemnification and (iii) a demand for payment in the amount of such DamagesDamages incurred. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount indemnification hereunder (in which case such response shall be accompanied by a payment by the Indemnifying Party shall make payment to the Indemnified Party of the Claimed AmountParty, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party an amount equal to the Indemnified Party of the Agreed Amount, by check Damages incurred or by wire transfersuffered), or (IIIii) contest that the Indemnified Party is entitled to receive any indemnification hereunder or the amount of Damages claimed by the Claimed AmountIndemnifying Party. If the Indemnifying Party in such response contests the payment right to indemnification hereunder, or if the Parties are unable to agree on the amount of all Damages incurred or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such responsesuffered, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 11.1411.9.