Common use of Procedures for Direct Claims Clause in Contracts

Procedures for Direct Claims. If any Indemnified Party has a claim against the Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such Indemnified Party shall promptly deliver to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure to so deliver a Direct Claim Notice to the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to the subject matter of such dispute.

Procedures for Direct Claims. If In the event any Indemnified Party has determines to bring a claim against the Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted for indemnity against such Indemnified Party (a “Direct Claim”)any Indemnifying Party, such the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description describing in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII facts and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure to so deliver a Direct Claim Notice to the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action circumstances with respect to the subject matter of such disputeclaim, and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation to the extent such failure actually prejudices the Indemnifying Party with respect to such claim. The Indemnifying Party shall have a period of 15 Business Days following receipt of the notice described in this Section 9.4 within which to respond to such claim. If the Indemnifying Party does not respond within such 15-Business Day period, the Indemnifying Party will be deemed to have accepted such claim. If the Indemnifying Party rejects all or any part of such claim, the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement with respect to such claims.

Procedures for Direct Claims. If In the event any Indemnified Party has should have a claim for indemnity against the any Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such the Indemnified Party shall promptly deliver notice of such claim with reasonable promptness to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 7.05 in the absence of material prejudice to the extent that the Indemnifying Party is materially prejudiced by such failureParty. The Indemnifying Party shall have use best efforts to notify the Indemnified Party within 30 calendar days from following its receipt of any such notice to give notice of dispute of whether the claim Indemnifying Party disputes or accepts its liability to the Indemnified Party. The Party under this Article 7; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall reasonably cooperate and assist not create any presumption that the Indemnifying Party in determining the validity of any claim for indemnity by has accepted its liability to the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such mattersunder this Article 7. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice accepts its liability to the Indemnified Party under this Article 7, the Indemnifying Party shall pay the amount of such disputeliability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action the Indemnifying Party has disputed its liability with respect to such claim as provided above, the subject matter Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such disputedispute and, if not resolved through negotiations, such dispute shall be resolved by litigation.

Procedures for Direct Claims. If In the event any Indemnified Party has should have a claim for indemnity against the any Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such the Indemnified Party shall promptly deliver notice of such claim with reasonable promptness to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 9.05 in the absence of material prejudice to the extent that the Indemnifying Party is materially prejudiced by such failureParty. The Indemnifying Party shall have use best efforts to notify the Indemnified Party within 30 calendar days from following its receipt of any such notice to give notice of dispute of whether the claim Indemnifying Party disputes or accepts its liability to the Indemnified Party. The Party under this Article 9; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall reasonably cooperate and assist not create any presumption that the Indemnifying Party in determining the validity of any claim for indemnity by has accepted its liability to the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such mattersunder this Article 9. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice accepts its liability to the Indemnified Party under this Article 9, the Indemnifying Party shall pay the amount of such disputeliability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the subject matter Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such disputedispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in accordance with Section 11.08.

Procedures for Direct Claims. If In the event any Indemnified Party has determines to bring a claim against the Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted for indemnity against such Indemnified Party (a “Direct Claim”)any Indemnifying Party, such the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description describing in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII facts and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure to so deliver a Direct Claim Notice to the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action circumstances with respect to the subject matter of such disputeclaim, and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation except to the extent such failure actually prejudices the Indemnifying Party with respect to such claim. The 114 Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party with respect to any particular matter that does not involve a Third Party Claim if a written notice described in this Section 10.3 is not delivered to the Indemnifying Party prior to the termination of the applicable period described in Section 9.1. The Indemnifying Party shall have a period of 15 Business Days following receipt of the notice described in this Section 10.3 within which to respond to such claim. If the Indemnifying Party does not respond within such 15-Business Day period, the Indemnifying Party will be deemed to have accepted such claim. If the Indemnifying Party rejects all or any part of such claim, the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement with respect to such claims. Purchaser agrees that neither it nor any other Purchaser Indemnified Party will assert a claim under this Section 10.3 that seeks indemnification for lost profits damages for a breach of the covenant set forth in Section 5.14(a) (x) unless the claim would reasonably be expected to result, individually or in aggregate with other claims for lost profits damages for breach of such covenant, in lost profits damages to the Purchaser Indemnified Parties in excess of $2,500,000; provided that the foregoing shall not operate to limit any right of any Purchaser Indemnified Party to be indemnified under this Agreement for the full amount of such lost profits damages with respect to any breaches of such covenant once a claim therefor has been properly asserted in compliance with this Section 10.3, or any obligation of Parent or Seller to indemnify the Purchaser Indemnified Parties with respect thereto, or (y) following the time at which any such claim has been properly asserted in compliance with this Section 10.3, within six months after any such previous claim that seeks indemnification for lost profits damages for breach of such covenant was made by a Purchaser Indemnified Party hereunder, unless the delay by such Purchaser Indemnified Party until after such six month period would prejudice such Purchaser Indemnified Party with respect to such claim under the terms of Article IX, under Applicable Law or otherwise.

Procedures for Direct Claims. If In the event any Indemnified Party has should have a claim for indemnification against the any Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such the Indemnified Party shall promptly deliver notice of such claim, specifying the provision of this Agreement breached and describing the facts giving rise to such breach, with reasonable promptness to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only any liability that it may have to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to any claim made pursuant to this Section 10.04, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such mattersrepresentation or warranty under Section 10.01. If the Indemnifying Party disputes a Direct Claim, does not notify the Indemnified Party and within thirty (30) calendar days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article, or the amount thereof, the claim specified by the Indemnified Party in such notice shall attempt to resolve in good faith such dispute within 45 days be conclusively deemed a liability of the Indemnifying Party delivering written notice under this Article X, and the Indemnifying Party shall pay the amount of such loss to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such disputeclaim (or such portion of such claim) becomes finally determined. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action the Indemnifying Party has timely disputed its liability with respect to such claim, the subject matter of Indemnifying Party and the Indemnified Party shall resolve such disputedispute in accordance with Section 13.11.

Procedures for Direct Claims. If In the event any Indemnified Party has Indemnitee should have a claim against the Indemnifying Party indemnifying party under this Article XII Agreement that does not involve a Third Third-Party Claim being asserted against or sought to be collected from such Indemnified Party Indemnitee (a “Direct Claim”), such Indemnified Party the Indemnitee shall promptly deliver to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description promptly, but in reasonable detail any event no later than 30 days after it has knowledge of the nature underlying facts of the such Direct Claim, notify the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) indemnifying party in writing of any Losses suffered with respect to such Direct Claim. The failure of the Indemnitee to so deliver a Direct Claim Notice to promptly notify the Indemnifying Party indemnifying party hereunder shall not relieve the Indemnifying Party from indemnifying party of its indemnification obligations hereunder, hereunder except only to the extent that the Indemnifying Party indemnifying party is materially actually or reasonably likely to be prejudiced by such failure. The Indemnifying Party failure (and except that the indemnifying party shall have 30 days from receipt of not be liable for any such notice expenses incurred during the period in which the Indemnitee failed to give such notice). Promptly after written notice of dispute a claim has been provided as set forth above (and in no event later than five days after the Indemnitee provides notice of the claim to as set forth above), the Indemnified Party. The Indemnified Party Indemnitee shall reasonably cooperate and assist supply the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving indemnifying party with such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records information and documents relating to as it has in its possession regarding such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, together with all pertinent information in its possession regarding the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days amount of the Indemnifying Party delivering written notice Losses that it asserts it has sustained or incurred (or reasonably expects to sustain or incur), and will permit the indemnifying party to inspect such other records and books in the possession of the Indemnitee, and will allow reasonable access at the indemnifying party’s expense, to relevant personnel, auditors and other representatives (subject to customary exceptions for legal privilege), in each case relating to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either Direct Claim and asserted Losses as the indemnifying party may initiate an Action with respect to the subject matter of such disputeshall reasonably request.

Procedures for Direct Claims. If any In the event an Indemnified Party has a claim for indemnity under Section 4.5(a) or Section 4.5(b) against the an Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Claim, the Indemnified Party (a “Direct Claim”)agrees to give prompt notice in writing, and as promptly as practicable, of such Indemnified Party claim to the Indemnifying Party, which notice shall promptly deliver in no event be delivered to the Indemnifying Party a written later than 30 days after the Indemnified Party first learns of the facts on which such claim is based (such 30 day period, the “Notice Period”). Such notice (a “Direct Claim Notice”) setting shall set forth a description in reasonable detail of the nature of the Direct Claim, such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then available to the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim). The failure to so deliver a Direct Claim Notice to notify the Indemnifying Party as promptly as practicable within the Notice Period shall not relieve the Indemnifying Party from of its indemnification obligations hereunder, except only to the extent that such failure shall have actually and adversely prejudiced the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to the subject matter of such dispute.

Procedures for Direct Claims. If In the event any Indemnified Party has shall determine to assert a claim against the Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted for indemnity against such Indemnified Party (a “Direct Claim”)any Indemnifying Party, such the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party a written as promptly as practicable after making such determination. Such notice (a “Direct Claim Notice”) setting forth a description shall specify in reasonable detail detail, to the extent practicable, based on then available information, the facts constituting the basis for, and a good faith estimate of the nature of the Direct Claimamount of, the basis for claim asserted; provided, however, that the failure by any Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect Party to such Direct Claim. The failure to so deliver a Direct Claim Notice to notify the Indemnifying Party as promptly as practicable shall not relieve the Indemnifying Party from of its indemnification obligations hereunder, obligation except and only to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The An Indemnifying Party shall have 30 days from receipt no obligation whatsoever to indemnify an Indemnified Party if the written notice described in this Section 10.3 is not received by the Indemnifying Party prior to the termination of the applicable periods described in Section 9.1; provided, however, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in accordance with the requirements of this Section 10.3 of a claim for indemnification under this Article X, such claim shall continue to be subject to indemnification in accordance with this Article X notwithstanding the passing of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to the subject matter of such disputeapplicable date.

Procedures for Direct Claims. If In the event any Indemnified Party has should have a claim for indemnity against the any Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such the Indemnified Party shall promptly deliver notice of such claim with reasonable promptness to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunderany liability that it may have to such 20 Indemnified Party with respect to any claim made pursuant to this Section 9.04, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty except only to the extent that the of any actual harm suffered by such Indemnifying Party is materially prejudiced by as a result of such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, does not notify the Indemnified Party and within 30 calendar days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article IX, the claim specified by the Indemnified Party in such notice shall attempt to resolve in good faith such dispute within 45 days be conclusively deemed a liability of the Indemnifying Party delivering written notice under this Article IX, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party within 30 days of demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such disputeclaim (or such portion of such claim) becomes finally determined. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the subject matter of Indemnifying Party and the Indemnified Party shall resolve such disputedispute in accordance with Section 11.06.

Procedures for Direct Claims. If In the event any Indemnified Party has should have a claim for indemnity against the any Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such the Indemnified Party shall promptly deliver a written notice of such claim with reasonable promptness to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only any liability that it may have to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such mattersany claim made pursuant to this Section10.3(b). If the Indemnifying Party disputes a Direct Claim, does not notify the Indemnified Party and in writing within fifteen (15) business days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article X, or the amount thereof, the claim specified by the Indemnified Party in such notice shall attempt to resolve in good faith such dispute within 45 days be conclusively deemed a liability of the Indemnifying Party delivering written notice under this Article X, 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 of the claim) is estimated, on such later date when the amount of such dispute. If claim (or such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to the subject matter portion of such disputeclaim) becomes finally determined.

Procedures for Direct Claims. If In the event any Indemnified Party has should have a claim Claim for indemnification against the any Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (or a “Direct Tax Claim”), such the Indemnified Party shall promptly deliver a Claim Notice with reasonable promptness to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, any liability that it may have to such Indemnified Party with respect to any Claim made pursuant to this Section 11.5 except only to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt failure to provide timely notice it being understood that notices for Claims in respect of any such notice a purported breach of a representation or warranty must be delivered prior to give notice of dispute the expiration of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim survival period for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such mattersrepresentation or warranty under Section 11.6. If the Indemnifying Party disputes a Direct Claim, does not notify the Indemnified Party and within thirty (30) days following its receipt of such Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI, or the amount thereof, the Claim specified by the Indemnified Party in such Claim Notice shall attempt to resolve in good faith such dispute within 45 days be conclusively deemed a liability of the Indemnifying Party delivering written notice under this Article XI, and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand or, in the case of any notice in which the amount of the Claim (or any portion of the Claim) is estimated, on such later date when the amount of such dispute. If Claim (or such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to the subject matter portion of such disputeClaim) is determined.

Procedures for Direct Claims. If In the event any Indemnified Party has indemnified party should have a claim against the Indemnifying Party any indemnifying party under this Article XII Agreement that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party indemnified party (a “Direct Claim”), the indemnified party shall deliver notice of such Indemnified Party shall promptly deliver Direct Claim with reasonable promptness to the Indemnifying Party indemnifying party or the Representative (in the case of a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect claim pursuant to such Direct ClaimSection 7.01(b)). The failure by any indemnified party so to so deliver notify the indemnifying party or the Representative (in the case of a Direct Claim Notice claim pursuant to the Indemnifying Party Section 7.01(b)) hereunder shall not relieve the Indemnifying Party from indemnifying party of its indemnification obligations hereunder, except only to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party indemnifying party or the Representative (in the case of a claim pursuant to Section 7.01(b)) does not notify or does not respond for any reason in writing to the indemnified party within 30 calendar days that it disputes the indemnifying party’s liability to the indemnified party, such Direct Claim specified by the indemnified party in such notice shall be conclusively deemed a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days liability of the Indemnifying Party delivering written notice indemnifying party and the indemnifying party shall pay the amount of such liability to the Indemnified Party indemnified party on demand (or the indemnified party (in the case of such dispute. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect a claim pursuant to Section 7.01(b)) can and shall be entitled to deduct promptly the subject matter of such disputeLosses from the Aggregate Deferred Payment Amount).

Procedures for Direct Claims. If In the event any Indemnified Party has should have a claim for indemnity against the any Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such the Indemnified Party shall promptly deliver notice of such claim with reasonable promptness to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only any liability that it may have to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to any claim made pursuant to this Section 11.04, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such mattersrepresentation or warranty. If the Indemnifying Party disputes a Direct Claim, does not notify the Indemnified Party and within 30 calendar days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article, the claim specified by the Indemnified Party in such notice shall attempt to resolve in good faith such dispute within 45 days be conclusively deemed a liability of the Indemnifying Party delivering written notice under this Article 11, 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 of the claim) is estimated, on such later date when the amount of such disputeclaim (or such portion of such claim) becomes finally determined. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the subject matter of Indemnifying Party and the Indemnified Party shall resolve such disputedispute in accordance with Section 13.06.

Procedures for Direct Claims. If In the event any Indemnified Party has should have a claim for indemnity against the any Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such the Indemnified Party shall promptly deliver notice of such claim with reasonable promptness to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only any liability that it may have to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to any claim made pursuant to this Section 11.03 it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such mattersrepresentation or warranty. If the Indemnifying Party disputes a Direct Claim, does not notify the Indemnified Party and within 30 calendar days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article, the claim specified by the Indemnified Party in such notice shall attempt to resolve in good faith such dispute within 45 days be conclusively deemed a liability of the Indemnifying Party delivering written notice under this Article 11, 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 of the claim) is estimated, on such later date when the amount of such disputeclaim (or such portion of such claim) becomes finally determined. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the subject matter of Indemnifying Party and the Indemnified Party shall resolve such disputedispute in accordance with Section 13.09.

Procedures for Direct Claims. If In the event any Indemnified Party has shall have a claim for indemnity against the Indemnifying Party under this Article XII Company that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such the Indemnified Party shall promptly deliver notice of such claim with reasonable promptness to the Indemnifying Party Party. Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a written notice (a “Direct Claim Notice”) setting forth a description statement in reasonable detail of the nature of the Direct Claim, as to the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claimsought. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only any liability that it may have to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to any claim made pursuant to this Section 8.4, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such mattersrepresentation or warranty. If the Indemnifying Party disputes a Direct Claim, does not notify the Indemnified Party and within 20 business days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Section, the claim specified by the Indemnified Party in such notice shall attempt to resolve in good faith such dispute within 45 days be conclusively deemed a liability of the Indemnifying Party delivering written notice under this Section 8, 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 of the claim) is estimated, on such later date when the amount of such dispute. If claim (or such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to the subject matter portion of such disputeclaim) becomes finally determined.

Procedures for Direct Claims. If any (a) Any direct claims for indemnification by the Buyer against the Seller or by the Seller against the Buyer hereunder that are not based upon Third-Party Claims (“Direct Claims”) shall be asserted by the Indemnified Party has a claim against giving the Indemnifying Party under this Article XII that reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The Indemnifying Party shall thereafter have 30 days after its receipt of a Claim Notice with respect to a Direct Claim to respond in writing to such Direct Claim. If the Indemnifying Party does not involve a Third so respond within such 30-day period, the Indemnifying Party shall be deemed to have accepted and agreed in all respects to such Direct Claim, in which case the payment of all amounts owed by the Indemnifying Party with respect to such Direct Claim being asserted against such shall be payable to the Indemnified Party (a “in accordance with Section 8.6(b). Should the Indemnifying Party object in writing to such Direct Claim”)Claim within the 30-day period, such the Indemnified Party shall promptly deliver to allow the Indemnifying Party a written notice (a “and its Representatives to investigate the matter or circumstance alleged to have given rise to the Direct Claim Notice”) setting forth a description Claim, and whether and to what extent any amount is payable in reasonable detail of the nature respect of the Direct Claim, the basis for and the Indemnified Party shall assist the Indemnifying Party’s request for indemnification under this Article XII investigation by making available such reasonably requested information and a assistance (including reasonable estimate (if calculableaccess to the premises and personnel of the Seller and the right to inspect and copy any accounts, documents, records or other information) of any Losses suffered with respect to such Direct Claim. The failure to so deliver a Direct Claim Notice to the Seller as the Indemnifying Party shall not relieve the Indemnifying Party from or any of its indemnification obligations hereunder, except only to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall Representatives may reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to the subject matter of such disputerequest.

Procedures for Direct Claims. If In the event any Indemnified Party has determines to bring a claim against the Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted for indemnity against such Indemnified Party (a “Direct Claim”)any Indemnifying Party, such the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description describing in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII facts and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure to so deliver a Direct Claim Notice to the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action circumstances with respect to the subject matter of such disputeclaim, and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation to the extent such failure actually prejudices the Indemnifying Party with respect to such claim. The Indemnifying Party shall have a period of 15 Business Days following receipt of the notice described in this SECTION 9.4 within which to respond to such claim. If the Indemnifying Party does not respond within such 15-Business Day period, the Indemnifying Party will be deemed to have accepted such claim. If the Indemnifying Party rejects all or any part of such claim, the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement with respect to such claims.

Procedures for Direct Claims. If In the event any Indemnified Party has shall form an intention to bring a claim against the Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted for indemnity against such Indemnified Party (a “Direct Claim”)any Indemnifying Party, such the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party a written as promptly as practicable after forming such intention. Such notice (a “Direct Claim Notice”) setting forth a description shall specify in reasonable detail of the nature of facts constituting the Direct Claimbasis for, and the amount of, the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claimclaim asserted. The failure by any Indemnified Party to so deliver notify the Indemnifying Party as promptly as practicable shall relieve the Indemnifying Party of its indemnification obligation to the extent such failure or other action taken by the Indemnified Party shall actually and materially prejudice the Indemnifying Party, and then only to the extent of such prejudice; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if the written notice described in this Section 10.4 is not received by the Indemnifying Party prior to the termination of this Agreement pursuant to Article IX. If any Indemnified Party brings a Direct claim that does not involve a Third Party Claim Notice for indemnity against any Indemnifying Party and that involves an application to any Governmental Authority or any other action to remediate the circumstances giving rise to such claim, the Indemnifying Party shall not relieve have the Indemnifying Party from its indemnification obligations hereunder, except only right to control such application or other remedial action to the extent that the such Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice could reasonably be expected to give notice of dispute of the claim be obligated to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by indemnify the Indemnified Party and in otherwise resolving for the costs associated with such matters. Such assistance and cooperation shall include providing reasonable access to and copies of informationapplication, records and documents relating to such mattersany amount that might be payable as a consequence thereof, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to the subject matter of such disputeor other remedial action.

Procedures for Direct Claims. If In the event any Indemnified Party has indemnified party shall have a claim for indemnity against the Indemnifying Party under this Article XII indemnifying party that does not involve a Third Party Claim being asserted against Claim, the indemnified party shall deliver notice of such Indemnified Party (a “Direct Claim”), such Indemnified Party shall promptly deliver claim with reasonable promptness to the Indemnifying Party indemnifying party. Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a written notice (a “Direct Claim Notice”) setting forth a description statement in reasonable detail of the nature of the Direct Claim, as to the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claimsought. The failure by any indemnified party so to so deliver a Direct Claim Notice to notify the Indemnifying Party indemnifying party shall not relieve the Indemnifying Party indemnifying party from its indemnification obligations hereunder, except only to the extent any liability that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall it may have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance indemnified party with respect to any claim made pursuant to this Section 7.5, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such mattersrepresentation or warranty. If the Indemnifying Party indemnifying party does not notify the indemnified party within 20 business days following its receipt of such notice that the indemnifying party disputes a Direct Claimits liability to the indemnified party under this Section, the Indemnified Party and Indemnifying Party claim specified by the indemnified party in such notice shall attempt to resolve in good faith such dispute within 45 days be conclusively deemed a liability of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such 45 day period, then either indemnifying party may initiate an Action with respect to the subject matter of such disputeunder this Article 7.

Procedures for Direct Claims. If In the event any Indemnified Party has should have a claim for indemnification against the any Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description specifying in reasonable detail of the nature of the Direct Claim, claim for indemnification and the basis for the Indemnified Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claimthereof. The failure by any Indemnified Party so to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from its indemnification obligations hereunder, except only any liability that it may have to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to any claim made pursuant to this Section 11.5, it being understood that written notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such mattersrepresentation or warranty under Section 11.7; provided that, the party entitled to receive such notice was not, as a result of such failure to give prompt written notice, (i) deprived of its right to recover any payment under its applicable insurance coverage, (ii) otherwise damaged or prejudiced or (iii) deprived of its rights and remedies under this Agreement. If the Indemnifying Party disputes a Direct Claim, does not notify the Indemnified Party and within thirty (30) days following its receipt of such written notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI, or the amount thereof, the claim specified by the Indemnified Party in such written notice shall attempt to resolve in good faith such dispute within 45 days be conclusively deemed a liability of the Indemnifying Party delivering written notice under this Article XI, and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand or, in the case of any written notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such dispute. If claim (or such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to the subject matter portion of such disputeclaim) is determined.