Common use of Procedures for Direct Claims Clause in Contracts

Procedures for Direct Claims. In the event any Indemnified Party determines to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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. In the event any Indemnified Party determines to bring should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Party. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claimany claim made pursuant to this Section 9.05 in the absence of material prejudice to the Indemnifying Party. The Indemnifying Party shall have a period of 15 Business Days use best efforts to notify the Indemnified Party within 30 calendar days following its receipt of such notice whether the notice described in Indemnifying Party disputes or accepts its liability to the Indemnified Party under this Section 9.4 within which Article 9; provided, that the failure by the Indemnifying Party to respond so notify the Indemnified Party shall not create any presumption that the Indemnifying Party has accepted its liability to such claimthe Indemnified Party under this Article 9. If the Indemnifying Party does not respond within such 15-Business Day periodaccepts its liability to the Indemnified Party under this Article 9, the Indemnifying Party will be deemed shall pay the amount of such liability to have accepted 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 the Indemnifying Party rejects all or any part of has timely disputed its liability with respect to such claimclaim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be free to seek enforcement of its rights of indemnification under this Agreement resolved by litigation in accordance with respect to such claimsSection 11.08.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Party. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claimany claim made pursuant to this Section 7.05 in the absence of material prejudice to the Indemnifying Party. The Indemnifying Party shall have a period of 15 Business Days use best efforts to notify the Indemnified Party within 30 calendar days following its receipt of such notice whether the notice described in Indemnifying Party disputes or accepts its liability to the Indemnified Party under this Section 9.4 within which Article 7; provided, that the failure by the Indemnifying Party to respond so notify the Indemnified Party shall not create any presumption that the Indemnifying Party has accepted its liability to such claimthe Indemnified Party under this Article 7. If the Indemnifying Party does not respond within such 15-Business Day periodaccepts its liability to the Indemnified Party under this Article 7, the Indemnifying Party will be deemed shall pay the amount of such liability to have accepted 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 the Indemnifying Party rejects all or any part of has disputed its liability with respect to such claimclaim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be free to seek enforcement of its rights of indemnification under this Agreement with respect to such claimsresolved by litigation.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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 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 9.4 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. In the event If any Indemnified Party determines to bring has a claim against the Indemnifying Party under this Article XII that does not involve a Third Party Claim for indemnity being asserted against any Indemnifying Partysuch Indemnified Party (a “Direct Claim”), the such Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the facts nature of the Direct Claim, the basis for the Indemnified Party’s request for indemnification under this Article XII and circumstances 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 claim, 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 claimsdispute.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring should have a claim for indemnification against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, specifying the provision of this Agreement breached and describing the amount or estimated amount of the Losses sought facts giving rise to be recovered thereunder such breach, with reasonable promptness to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim)Indemnifying Party. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claim. The Indemnifying Party shall have any claim made pursuant to this Section 10.04, it being understood that notices for claims in respect of a period breach of 15 Business Days following receipt a representation or warranty must be delivered prior to the expiration of the notice described in this survival period for such representation or warranty under Section 9.4 within which to respond to such claim10.01. If the Indemnifying Party does not respond notify the Indemnified Party within thirty (30) calendar days following its receipt of such 15-Business Day period, notice that the Indemnifying Party will 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 be conclusively deemed a liability of the Indemnifying Party under this Article X, and the Indemnifying Party shall pay the amount of such loss to have accepted 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 the Indemnifying Party rejects all or any part of has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement resolve such dispute in accordance with respect to such claimsSection 13.11.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring Indemnitee should have a claim against the indemnifying party under this Agreement that does not involve a Third Third-Party Claim for indemnity being asserted against any Indemnifying Partyor sought to be collected from such Indemnitee (a “Direct Claim”), the Indemnified Party Indemnitee shall promptly, but in any event no later than 30 days after it has knowledge of the underlying facts of such Direct Claim, notify the indemnifying party in writing of such Direct Claim. The failure of the Indemnitee to promptly deliver notify the indemnifying party hereunder shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually or reasonably likely to be prejudiced by such failure (and except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Promptly after written notice of 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 as set forth above), the Indemnitee shall supply the indemnifying party with such claim to information and documents as it has in its possession regarding such Direct Claim, together with all pertinent information in its possession regarding the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, and the amount or estimated amount of the Losses sought that it asserts it has sustained or incurred (or reasonably expects to be recovered thereunder 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 extent ascertainable (which estimate Direct Claim and asserted Losses as the indemnifying party 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 claimsreasonably request.

Procedures for Direct Claims. In (a) Except as otherwise may be ordered by a court of competent jurisdiction and notwithstanding anything herein to the event any contrary, the Xxxxx Xxxxxx Indemnified Parties and the Company Indemnified Parties shall bear their own costs, including counsel fees and expenses, incurred in connection with direct claims for indemnification against Xxxxx Xxxxxx or the Company, respectively, hereunder that are not based upon Third-Party Claims (“Direct Claims”). The Direct Claim shall be final and binding upon the Indemnifying Party unless the Indemnifying Party provides a written response to such Direct Claim no later than the forty-fifth (45th) day after its receipt of a Claim Notice with respect to a Direct Claim. The Indemnified Party determines shall allow the Indemnifying Party and its representatives to bring a claim that does not involve a Third Party Claim for indemnity against investigate the matter or circumstance alleged to have given rise to the Direct Claim, and whether and to what extent any Indemnifying Partyamount is payable in respect of the Direct Claim, and the Indemnified Party shall promptly deliver written notice of assist the Indemnifying Party’s investigation by making available such claim reasonably requested information and assistance (including reasonable access to the Xxxxx Xxxxxx Contributed Business’s premises and personnel and the right to inspect and copy any accounts, documents, records or other information) as the Indemnifying Party describing in reasonable detail or any of its representatives may reasonably request. (b) Payments of all amounts owing by a Party pursuant to Section 5.7(a) will be made within 30 days after the facts and circumstances with respect to settlement, agreement or expiration of the subject matter period for appeal of a final adjudication of such claim, 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 Party’s liability 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 amount under this Agreement with respect Agreement, in the event such Party has timely disputed the Claim giving rise to the obligation to make such claimspayment, as provided above.

Procedures for Direct Claims. (i) In the event any Indemnified Party determines to bring Indemnitee should have a claim against the indemnifying party under this Agreement that does not involve a Third Third-Party Claim for indemnity being asserted against any Indemnifying Partyor sought to be collected from such Indemnitee (a “Direct Claim”), the Indemnified Party Indemnitee shall promptly deliver notify the indemnifying party in writing of such Direct Claim. The failure of the Indemnitee to promptly notify the indemnifying party hereunder shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually prejudiced by such failure. If the indemnifying party does not notify the Indemnitee within 30 calendar days following its receipt of such notice that the indemnifying party disputes its Liability to the Indemnitee, such Direct Claim specified by the Indemnitee in such notice shall be conclusively deemed a Liability of the indemnifying party. (ii) If the indemnifying party timely disputes a Direct Claim, the Indemnitee and the indemnifying party shall attempt to resolve in good faith such dispute within the 30-day period after the indemnifying party delivers written notice to the Indemnitee of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances dispute. If such dispute is not so resolved within such 30-day period, then either party may initiate a Proceeding with respect to the subject matter of such claimdispute in accordance with, and the amount or estimated amount of the Losses sought to be recovered thereunder subject 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 periodlimitations of, 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.Article X.

Procedures for Direct Claims. In (a) Except as otherwise may be ordered by a court of competent jurisdiction and notwithstanding anything herein to the event any Indemnified Party determines to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Partycontrary, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, Buyer Indemnitees and the amount Seller Indemnitees shall bear their own costs, including counsel fees and expenses, incurred in connection with direct claims for indemnification against the Buyer or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable Seller, respectively, hereunder that are not based upon Third-Party Claims (which estimate shall not be conclusive on the final amount of such claim“Direct Claims”). 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 60 days after its receipt of the notice described in this Section 9.4 within which a Claim Notice with respect to a Direct Claim to respond in writing to such claimDirect Claim. If the Indemnifying Party does not so respond within such 1560-Business Day day period, the Indemnifying Party will shall be deemed to have accepted rejected such claim. If the Indemnifying Party rejects all or any part of such claimDirect Claim, in which case the Indemnified Party shall be free to seek enforcement pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. The Indemnified Party shall allow the Indemnifying Party and its representatives to investigate the matter or circumstance alleged to have given rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by making available such reasonably requested information and assistance (including reasonable access to the premises and personnel of the Acquired Entities and the right to inspect and copy any accounts, documents, records or other information) of the Acquired Entities as the Indemnifying Party or any of its rights representatives may reasonably request. (b) Payments of indemnification under this Agreement all amounts owing by a Party pursuant to Section 8.6(a) will be made within 30 days after the settlement, agreement or expiration of the period for appeal of a final adjudication of such Party’s liability with respect to such claimsamount under this Agreement.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring shall have a claim for indemnity against the Company that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing Party. Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail the facts and circumstances with respect as to the subject matter of such claim, and basis for 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)indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claim. The Indemnifying Party shall have any claim made pursuant to this Section 8.4, it being understood that notices for claims in respect of a period breach of 15 Business Days following receipt a representation or warranty must be delivered prior to the expiration of the notice described in this Section 9.4 within which to respond to survival period for such claimrepresentation or warranty. If the Indemnifying Party does not respond notify the Indemnified Party within 20 business days following its receipt of such 15-Business Day period, notice that the Indemnifying Party will disputes its liability to the Indemnified Party under this Section, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to have accepted such claim. If a liability of the Indemnifying Party rejects all 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 part portion of the claim) is estimated, on such later date when the amount of such claim (or such portion 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) becomes finally determined.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring Indemnitee should have a claim under this Agreement that does not involve a Third Third-Party Claim for indemnity against any Indemnifying Party(a “Direct Claim” and together with a Third-Party Claim, each a “Claim”), the Indemnified Party Indemnitee shall promptly deliver written notice of such claim Direct Claim to the Indemnifying Party describing Indemnitor, in reasonable detail the facts and circumstances with respect case of a request for indemnification by the Target Stockholders, such notice to be delivered to the subject matter of such claim, and the amount or estimated amount Stockholder Representative on behalf of the Target Stockholders, promptly after the Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim)under this Article IX. The failure by any Indemnified Party Indemnitee to notify the Indemnifying Party promptly deliver such notice shall not relieve the Indemnifying Party Indemnitor of its indemnification obligation obligations hereunder except to the extent (and only to the extent) that the Indemnitor is actually prejudiced by such failure actually prejudices failure. Each notice of a Direct Claim shall set forth: (i) the Indemnifying Party specific representation, warranty, covenant or agreement alleged to have been breached; (ii) the nature and amount of the claim asserted, together with respect to sufficient facts relating thereto so that the Indemnitor may reasonably evaluate such claim. The Indemnifying Party shall have ; and (iii) a period of 15 Business Days following receipt calculation or good faith estimate, if such can be reasonably calculated, of the notice described aggregate Losses to which the Indemnitee believes it is entitled in this Section 9.4 within which to respond to such connection with the claim. If the Indemnifying Party Indemnitor does not respond notify the Indemnitee within 30 days following its receipt of such 15notice that the Indemnitor disputes its liability to the Indemnitee (such notice on behalf of the Target Stockholders to come from the Stockholder Representative), such Direct Claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of such Indemnitor and the Indemnitor shall pay the amount of such liability to the Indemnitee within ten (10) days after the expiration of such 30-Business Day day period, in the Indemnifying Party will be deemed to have accepted such claim. If case of any notice in which the Indemnifying Party rejects all amount of the Direct Claim (or any part portion thereof) is estimated, on such later date when the amount of such claim, the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement with respect to Direct Claim (or such claimsportion thereof) becomes finally determined.

Procedures for Direct Claims. In (a) Except as otherwise may be ordered by a court of competent jurisdiction and notwithstanding anything herein to the event any Indemnified contrary, an Indemnifying Party determines to bring a claim shall bear its own costs, including counsel fees and expenses, incurred in connection with direct claims for indemnification by the Buyers or the Sellers, respectively, under this Agreement that does are not involve a based upon Third Party Claim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable Claims (which estimate shall not be conclusive on the final amount of such claim“Direct Claims”). 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 forty-five (45) days after its receipt of the notice described in this Section 9.4 within which a Claim Notice with respect to a Direct Claim to respond in writing to such claimDirect Claim. If the Indemnifying Party does not so respond within such 15forty-Business Day five (45)-day period, the Indemnifying Party will shall be deemed to have accepted such claim. If Direct Claim, in which case the Indemnifying Party rejects is obligated to pay the Indemnified Party for all losses incurred in connection with such Direct Claims. The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to have given rise to the Direct Claim, and whether, and to what extent, any part amount is payable in respect of such claimthe Direct Claim, and the Indemnified Party shall be free assist the Indemnifying Party’s investigation by making available such reasonably requested information and assistance (including reasonable access to seek enforcement the Manufacturing Facilities during normal business hours, relevant personnel and the right to inspect and copy any accounts, documents, records or other information) of the Dutch Entity and the Assets as the Indemnifying Party or any of its rights Representatives may reasonably request. (b) Payments of indemnification under this Agreement all amounts owing by a Party pursuant to Section 6.06(a) shall be made within ten (10) Business Days after the settlement, agreement or expiration of the period for appeal of a final adjudication of such Party’s liability with respect to such claimsamount under this Agreement, in the event such Party has timely disputed the Claim giving rise to the obligation to make such payment, as provided above. (c) The Buyer Indemnitees’ right to indemnification pursuant to Section 6.02(f) on account of any Damages (subject to the other limitations, conditions and restrictions of this Article VI), will be (i) first, for amounts within the retention of the Insurance Policy, satisfied jointly and severally from the Sellers; (ii) second, satisfied from the Insurance Policy up to the stated policy limit thereunder; and then (iii) third, for the amount of such Damages that exceed the stated policy limit under the Insurance Policy (if any), satisfied jointly and severally from the Sellers, which will be the Buyers’ sole recourse pursuant to Section 6.02(f) (but subject to indemnification of the Buyers by the Sellers for the Insurance Policy retention pursuant to clause (i) of this sentence). The right to indemnification to be satisfied first from the Insurance Policy and second from the Sellers as set forth in this Section 6.06(c) will be the sole recourse, direct or indirect, of the Buyer Indemnitees for indemnification pursuant to Section 6.02(f) subject to the limitations on the Sellers’ individual and aggregate liability as set forth in Section 6.07(a). The absence of coverage under the Insurance Policy for any reason, including due to exclusions from coverage thereunder or the failure of the Insurance Policy to be in full force and effect for any reason, will not be deemed to lower the stated policy limit of the Insurance Policy, nor expand, alter, amend, change or otherwise affect the Sellers’ indemnification obligations under this Article VI in relation to the stated policy limit of the Insurance Policy. (d) For the purposes of determining the occurrence of any breach and of calculating the (i) existence of a breach of any representation and warranty, other than, with respect to the indemnification obligations of the Sellers hereunder, the Seller Fundamental Representations and the Specified Seller Representations, for purposes of Article III and (ii) amount of Damages related to any breach of any representation or warranty, other than, with respect to the indemnification obligations of the Sellers hereunder, the Seller Fundamental Representations and the Specified Seller Representations, any qualification as to materiality, “Polyols Material Adverse Effect” or any other similar qualification or standard contained in Article III of this Agreement shall be disregarded.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver a written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Party. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claim. The Indemnifying Party shall have a period of 15 Business Days following receipt of the notice described in any claim made pursuant to this Section 9.4 within which to respond to such claimSection10.3(b). If the Indemnifying Party does not respond notify the Indemnified Party in writing within fifteen (15) business days following its receipt of such 15-Business Day period, notice that the Indemnifying Party will 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 be conclusively deemed to have accepted such claim. If a liability of the Indemnifying Party rejects all 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 part portion of the claim) is estimated, on such later date when the amount of such claim (or such portion 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) becomes finally determined.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring Person should have a claim for indemnity against any Indemnifying Person that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party Person shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Person. The failure by any Indemnified Party Person to so notify the Indemnifying Party promptly Person shall not relieve the Indemnifying Party Person from any Liability that it may have to such Indemnified Person with respect to any claim made pursuant to Sections 8.2 or 8.3 and in accordance with this Section 8.8, 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 under Section 8.6. If the Indemnifying Person does not notify the Indemnified Person within 60 calendar days following its indemnification obligation receipt of such notice that the Indemnifying Person disputes its Liability to the Indemnified Person under this Section 8, or the amount thereof, the claim specified by the Indemnified Person in such notice shall be conclusively deemed a Liability of the Indemnifying Person under this Section 8, and the Indemnifying Person shall cause the amount of such Liability to be paid in accordance with Section 8.2(b). If the Indemnifying Person has timely disputed its Liability with respect to such claim as provided above, or the amount thereof, the Indemnifying Person and the Indemnified Person shall resolve such dispute first by negotiation among Representatives of Buyer and Seller and then by litigation, 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 dispute is 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 claimsso resolved.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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. a) The Indemnifying Party shall have a period of 15 Business Days following 30 days (the “Response Period”) after its receipt of a Claim Notice with respect to direct claims for indemnification against Buyer or the notice described in Seller Parties, respectively, under Section 7.2 or Section 7.3 of this Section 9.4 within which Agreement that are not based upon Third-Party Claims (“Direct Claims”) to respond in writing to such claimDirect Claim, which response shall accept or reject the Direct Claim. If the Indemnifying Party does not so respond within such 15-Business Day periodthe Response Period, the Indemnifying Party will shall be deemed to have accepted rejected such claim. If the Indemnifying Party rejects all or any part of such claimDirect Claim, in which case, the Indemnified Party shall be free to seek enforcement pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. The Indemnified Party shall make available such reasonably requested information and assistance (including reasonable access to the premises and personnel of the Company and Amtran (following advance written notice and during regular business hours) and the right to inspect and copy any accounts, documents, records or other information (subject to the execution and delivery of a confidentiality agreement on terms reasonably and customarily acceptable to parties in similar situations)) of the Company and Amtran as the Indemnifying Party or any of its rights Representatives may reasonably request. (b) Payments of indemnification under this Agreement all amounts owing by a Party pursuant to Section 7.6(a) will be made within 30 days after the settlement, agreement or expiration of the period for appeal of a final adjudication of such Party’s Liability with respect to such claimsamount under this Agreement, in the event such Party has timely disputed the Claim giving rise to the obligation to make such payment, as provided above. Subject to the Buyer Indemnitees’ compliance with the terms and provisions of this Article VII, including the obligation of the Buyer Indemnitees to use commercially reasonable efforts to recover any Buyer Indemnified Loss under any applicable insurance policies, any and all payments due and owing from Seller under Section 7.5 or Section 7.6(a) shall be satisfied first from the Indemnification Escrow, without a requirement to replenish, and second, from the Seller Parties, jointly and severally, in cash by check or wire transfer.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring should have a claim Claim for indemnification against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying Partyor a Tax Claim, the Indemnified Party shall promptly deliver written notice of such claim a Claim Notice with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Party. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claim. The any Claim made pursuant to this Section 11.5 except to the extent the Indemnifying Party shall have is prejudiced by such failure to provide timely notice it being understood that notices for Claims in respect of a period purported breach of 15 Business Days following receipt a representation or warranty must be delivered prior to the expiration of the notice described in this survival period for such representation or warranty under Section 9.4 within which to respond to such claim11.6. If the Indemnifying Party does not respond notify the Indemnified Party within thirty (30) days following its receipt of such 15-Business Day period, Claim Notice that the Indemnifying Party will 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 be conclusively deemed to have accepted such claim. If a liability of the Indemnifying Party rejects all or any part under this Article XI, and the Indemnifying Party shall pay the amount of such claim, Damages to the Indemnified Party shall be free to seek enforcement on demand or, in the case of its rights any notice in which the amount of indemnification under this Agreement with respect to the Claim (or any portion of the Claim) is estimated, on such claimslater date when the amount of such Claim (or such portion of such Claim) is determined.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver a written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Party. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claim. The Indemnifying Party shall have a period of 15 Business Days following receipt of the notice described in any claim made pursuant to this Section 9.4 within which to respond to such claim9.3(b). If the Indemnifying Party does not respond notify the Indemnified Party in writing within fifteen (15) calendar days following its receipt of such 15-Business Day period, notice that the Indemnifying Party will disputes its liability to the Indemnified Party under this ARTICLE IX, or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to have accepted such claim. If a liability of the Indemnifying Party rejects all under this ARTICLE IX, 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 part portion of the claim) is estimated, on such later date when the amount of such claim (or such portion 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) becomes finally determined.

Procedures for Direct Claims. In the event If a claim for Losses (a “Claim”) is to be made by any Indemnified Party determines to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Partythird party, the such Indemnified Party shall promptly deliver give written notice of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect Securityholder Representative (and, prior to the subject matter of such claim, and the amount or estimated amount eighteen (18) month anniversary of the Losses sought to be recovered thereunder Closing Date, to the extent ascertainable (which estimate shall not be conclusive on related to a claim for indemnification under Section 8.03(a), the final amount of such claim). The failure Escrow Agent) if the Claim Notice is being given by any a Buyer Indemnified Party and to notify the Indemnifying Parent if the Claim Notice is being given by a Seller Indemnified Party, in each case, promptly after such Indemnified Party promptly becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought; provided that the failure to provide reasonably prompt notice shall not relieve the Indemnifying Party of its indemnification obligation obligations hereunder, except to the extent such failure actually prejudices (and only to the extent) that the Indemnifying Party is actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Claim in reasonable detail, to the extent reasonably known and practicable at such time, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. If the applicable Indemnifying Party (a) notifies the Indemnified Party that they do not dispute the Claim described in such notice or (b) fails to respond within thirty (30) days following receipt of such Claim, the Losses identified in the notice will be conclusively deemed a liability of the Indemnifying Party pursuant to the provisions of this Article VIII. If the applicable Indemnifying Party notifies the Indemnified Party that it disputes its liability with respect to such claim. The Indemnifying Party shall have a period Claim or the estimated amount of 15 Business Days such Losses within thirty (30) days following receipt of such notice, the notice described parties shall attempt in this Section 9.4 good faith to resolve such dispute; provided, that if such dispute has not been resolved within which to respond to sixty (60) days following receipt of such claim. If Claim Notice, then 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 may seek enforcement of its rights of indemnification under this Agreement legal redress in accordance with respect to such claimsArticle XII.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Party. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claim. The Indemnifying Party shall have any claim made pursuant to this Section 11.03 it being understood that notices for claims in respect of a period breach of 15 Business Days following receipt a representation or warranty must be delivered prior to the expiration of the notice described in this Section 9.4 within which to respond to survival period for such claimrepresentation or warranty. If the Indemnifying Party does not respond notify the Indemnified Party within 30 calendar days following its receipt of such 15-Business Day period, notice that the Indemnifying Party will disputes its liability to the Indemnified Party under this Article, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article 11, and the Indemnifying Party shall pay the amount of such liability to have accepted 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 the Indemnifying Party rejects all or any part of has timely disputed its liability with respect to such claimclaim as provided above, the Indemnifying Party and the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement resolve such dispute in accordance with respect to such claimsSection 13.09.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring Person should have a claim for indemnity against any Indemnifying Person that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party Person shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Person. The failure by any Indemnified Party Person to so notify the Indemnifying Party promptly Person shall not relieve the Indemnifying Party Person from any Liability that it may have to such Indemnified Person with respect to any claim made pursuant to Sections 8.2 or 8.3 and in accordance with this Section 8.8, 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 applicable Survival Period for such representation or warranty under Section 8.6. If the Indemnifying Person does not notify the Indemnified Person within 60 calendar days following its indemnification obligation receipt of such notice that the Indemnifying Person disputes its Liability to the Indemnified Person under this Article 8, or the amount thereof, the claim specified by the Indemnified Person in such notice shall be conclusively deemed a Liability of the Indemnifying Person under this Article 8, and the Indemnifying Person shall pay the amount of such Liability to the Indemnified Person 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 the Indemnifying Person has timely disputed its Liability with respect to such claim as provided above, or the amount thereof, the Indemnifying Person and the Indemnified Person shall resolve such dispute first by negotiation among Representatives of Buyers and Sellers and then by litigation, to the extent such failure actually prejudices the Indemnifying Party with respect dispute is not so resolved. Buyers may set off any amount 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 it is entitled under this Agreement Article 8, and provided such amount is finally determined by a court of competent jurisdiction or mutual agreement with respect the Seller Representative, against amounts otherwise payable to such claimsSellers after the Closing.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring should have a claim for indemnification against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing specifying in reasonable detail the facts and circumstances with respect to nature of the subject matter of such claim, claim for indemnification 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)basis thereof. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claim. The Indemnifying Party shall have any claim made pursuant to this Section 11.5, it being understood that written notices for claims in respect of a period breach of 15 Business Days following receipt a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 11.7; provided that, the party entitled to receive such notice described in 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 Section 9.4 within which to respond to such claimAgreement. If the Indemnifying Party does not respond notify the Indemnified Party within thirty (30) days following its receipt of such 15-Business Day period, written notice that the Indemnifying Party will 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 be conclusively deemed to have accepted such claim. If a liability of the Indemnifying Party rejects all 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 part portion of the claim) is estimated, on such later date when the amount of such claim (or such portion 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) is determined.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring Person should have a claim for indemnity against any Indemnifying Person that does not involve a Third Third-Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party Person shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Person. The failure by any Indemnified Party Person to so notify the Indemnifying Party promptly Person shall not relieve the Indemnifying Party Person from any liability that it may have to such Indemnified Person with respect to any claim made pursuant to Sections 8.2 or 8.3 and in accordance with this Section 8.8, 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 under Section 8.6. If the Indemnifying Person does not notify the Indemnified Person within sixty (60) calendar days following its indemnification obligation receipt of such notice that the Indemnifying Person disputes its liability to the Indemnified Person under this Section 8, or the amount thereof, the claim specified by the Indemnified Person in such notice shall be conclusively deemed a liability of the Indemnifying Person under this Section 8, and the Indemnifying Person shall pay the amount of such liability to the Indemnified Person 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 the Indemnifying Person has timely disputed its liability with respect to such claim as provided above, or the amount thereof, the Indemnifying Person and the Indemnified Person shall resolve such dispute first by negotiation among Representatives of Buyer and Sellers and then by litigation, to the extent such failure actually prejudices the Indemnifying Party with respect dispute is not so resolved. Buyer may set off any amount to such claim. The Indemnifying Party shall have a period of 15 Business Days following receipt of the notice described in which it is entitled to under this Section 9.4 within which 8 against amounts otherwise payable to respond to such claim. If Sellers after 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 claimsClosing.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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. a) The Indemnifying Party shall have a period of 15 Business Days following 30 days (the “Response Period”) after its receipt of a Claim Notice with respect to direct claims for indemnification against Buyer, Buyer Parent or the notice described in Selling Parties, respectively, under Section 7.2 or Section 7.3 of this Section 9.4 within which Agreement that are not based upon Third-Party Claims (“Direct Claims”) to respond in writing to such claimDirect Claim, which response shall accept or reject the Direct Claim. If the Indemnifying Party does not so respond within such 15-Business Day periodthe Response Period, the Indemnifying Party will shall be deemed to have accepted rejected such claim. If the Indemnifying Party rejects all or any part of such claimDirect Claim, in which case, the Indemnified Party shall be free to seek enforcement pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. The Indemnified Party shall make available such reasonably requested information and assistance (including reasonable access to the premises and personnel of the Company and Amtran (following advance written notice and during regular business hours) and the right to inspect and copy any accounts, documents, records or other information (subject to the execution and delivery of a confidentiality agreement on terms reasonably and customarily acceptable to parties in similar situations)) of the Company and Amtran as the Indemnifying Party or any of its rights Representatives may reasonably request. (b) Payments of indemnification under this Agreement all amounts owing by a Party pursuant to Section 7.6(a) will be made within thirty (30) days after the settlement, agreement or expiration of the period for appeal of a final adjudication of such Party’s Liability with respect to such claimsamount under this Agreement, in the event such Party has timely disputed the Claim giving rise to the obligation to make such payment, as provided above. Subject to the Buyer Indemnitees’ compliance with the terms and provisions of this Article VII, including the obligation of the Buyer Indemnitees to use commercially reasonable efforts to recover any Buyer Indemnified Loss under any applicable insurance policies, any and all payments due and owing from Seller under Section 7.5 or Section 7.6(a) shall be satisfied first from the Indemnification Escrow, without a requirement to replenish, and second, from the Selling Parties, jointly and severally, in cash by check or wire transfer.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Party. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying 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 claim. The representation or warranty except to the extent of any actual harm suffered by such Indemnifying Party shall have as a period result of 15 Business Days following receipt of the notice described in this Section 9.4 within which to respond to such claimfailure. If the Indemnifying Party does not respond notify the Indemnified Party within 30 calendar days following its receipt of such 15-Business Day period, notice that the Indemnifying Party will disputes its liability to the Indemnified Party under this Article IX, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article IX, and the Indemnifying Party shall pay the amount of such liability to have accepted 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 claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party rejects all or any part of has timely disputed its liability with respect to such claimclaim as provided above, the Indemnifying Party and the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement resolve such dispute in accordance with respect to such claimsSection 11.06.

Procedures for Direct Claims. In (a) Any direct claims for indemnification by the event any Indemnified Buyer against the Seller or by the Seller against the Buyer hereunder that are not based upon Third-Party determines to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Party, Claims (“Direct Claims”) shall be asserted by the Indemnified Party shall promptly deliver written notice of such claim to giving the Indemnifying Party describing reasonably prompt written notice thereof, but in reasonable detail any event not later than 30 days after the facts and circumstances 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 the subject matter of a Direct Claim to respond in writing to such claim, 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)Direct Claim. The failure by any Indemnified Party to notify If the Indemnifying Party promptly shall does not relieve 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 its indemnification obligation to the extent such failure actually prejudices all amounts owed by the Indemnifying Party with respect to such claimDirect Claim shall be payable to the Indemnified Party in accordance with Section 8.6(b). 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 Should the Indemnifying Party does not respond object in writing to such Direct Claim within such 15the 30-Business Day 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 allow the Indemnifying Party and its Representatives to seek enforcement investigate the matter or circumstance alleged to have given rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by making available such reasonably requested information and assistance (including reasonable access to the premises and personnel of the Seller and the right to inspect and copy any accounts, documents, records or other information) of the Seller as the Indemnifying Party or any of its rights Representatives may reasonably request. (b) Payments of indemnification all amounts owing by a Party under this Article VIII relating to a Direct Claim will be made within 30 days after the latest of (a) the Direct Claim being accepted and agreed to pursuant to Section 8.6(a), (b) the settlement of that Direct Claim, or (c) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement with in respect to such claimsof that Direct Claim.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring Indemnitee should have a claim against any Indemnitor under this Agreement that does not involve a Third Party Claim for indemnity being asserted against any Indemnifying Partyor sought to be collected from such Indemnitee (a “Direct Claim” and together with a Third Party Claim, each a “Claim”), the Indemnified Party Indemnitee shall promptly deliver written notice (the “Direct Claim Notice”) of such claim Direct Claim to the Indemnifying Party describing Indemnitor, in reasonable detail the case of a request for indemnification by the Shareholders, such notice to be delivered to the Shareholder Representative on behalf of the Shareholders. The failure to deliver such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent (and only to the extent) that the Indemnitor is actually and materially prejudiced by such failure or such failure shall have increased indemnification obligation hereunder. The Direct Claim Notice shall set forth, to the best of the Indemnitee’s knowledge, all facts and circumstances other information with respect to the subject matter claim, including without limitation the anticipated Losses or a reasonable estimate thereof. If the Indemnitor does not notify the Indemnitee within 30 calendar days following its receipt of the Direct Claim Notice that the Indemnitor disputes its liability to the Indemnitee (such notice on behalf of the Shareholders to come from the Shareholder Representative), such Direct Claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of such claim, Indemnitor and the Indemnitor shall pay the amount or estimated of such liability to the Indemnitee on demand or, in the case of any notice in which the amount of the Losses sought to be recovered thereunder to Direct Claim (or any portion thereof) is estimated, on such later date when 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 Direct Claim (or 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 claimsportion thereof) becomes finally determined.

Procedures for Direct Claims. In the event any Indemnified Party determines shall determine to bring assert a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing as promptly as practicable after making such determination. Such notice shall specify in reasonable detail the facts and circumstances with respect to the subject matter of such claimdetail, and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which practicable, based on then available information, the facts constituting the basis for, and a good faith estimate shall not be conclusive on of the final amount of such claim). The of, the claim asserted; provided, however, that the failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall not relieve the Indemnifying Party of its indemnification obligation except and only to the extent such failure actually prejudices that the Indemnifying Party with respect to is actually prejudiced by such claimfailure. The An Indemnifying Party shall have a period of 15 Business Days following receipt of no obligation whatsoever to indemnify an Indemnified Party if the written notice described in this Section 9.4 within which to respond to such claim. If 10.3 is not received by the Indemnifying Party does not respond within prior to the termination of the applicable periods described in Section 9.1; provided, however, that if, prior to such 15-Business Day periodapplicable date, a party hereto shall have notified the Indemnifying Party will be deemed to have accepted such claim. If other party hereto in accordance with the Indemnifying Party rejects all or any part requirements of such claim, the Indemnified Party shall be free to seek enforcement this Section 10.3 of its rights of a claim for indemnification under this Agreement Article X, such claim shall continue to be subject to indemnification in accordance with respect to this Article X notwithstanding the passing of any such claimsapplicable date.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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 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. In the event any Indemnified Party determines to bring should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Party. The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation from any liability that it may have to the extent such failure actually prejudices the Indemnifying Indemnified Party with respect to such claim. The Indemnifying Party shall have any claim made pursuant to this Section 11.04, it being understood that notices for claims in respect of a period breach of 15 Business Days following receipt a representation or warranty must be delivered prior to the expiration of the notice described in this Section 9.4 within which to respond to survival period for such claimrepresentation or warranty. If the Indemnifying Party does not respond notify the Indemnified Party within 30 calendar days following its receipt of such 15-Business Day period, notice that the Indemnifying Party will disputes its liability to the Indemnified Party under this Article, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article 11, and the Indemnifying Party shall pay the amount of such liability to have accepted 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 the Indemnifying Party rejects all or any part of has timely disputed its liability with respect to such claimclaim as provided above, the Indemnifying Party and the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement resolve such dispute in accordance with respect to such claimsSection 13.06.

Procedures for Direct Claims. In the event any Indemnified Party determines shall form an intention to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim to the Indemnifying Party describing as promptly as practicable after forming such intention. Such notice shall specify in reasonable detail the facts and circumstances with respect to constituting the subject matter of such claimbasis for, and the amount or estimated amount of 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)claim asserted. The failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall not relieve the Indemnifying Party of its indemnification obligation to the extent such failure or other action taken by the Indemnified Party shall actually prejudices and materially prejudice the Indemnifying Party with respect Party, and then only to the extent of such claim. The prejudice; provided, however, that an Indemnifying Party shall have a period of 15 Business Days following receipt of no obligation whatsoever to indemnify an Indemnified Party if the written notice described in this Section 9.4 within which 10.4 is not received by the Indemnifying Party prior to respond the termination of this Agreement pursuant to Article IX. If any Indemnified Party brings a claim that does not involve a Third Party Claim 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. If the Indemnifying Party does not respond within such 15-Business Day period, the Indemnifying Party will be deemed shall have the right to have accepted control such claim. If application or other remedial action to the extent that such Indemnifying Party rejects all or any part of such claim, could reasonably be expected to be obligated to indemnify the Indemnified Party shall for the costs associated with such application, any amount that might be free to seek enforcement of its rights of indemnification under this Agreement with respect to such claimspayable as a consequence thereof, or other remedial action.

Procedures for Direct Claims. In the event any Indemnified Party determines to bring should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim for indemnity against any Indemnifying PartyClaim, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, 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)Representative. The failure by any Indemnified Party so to notify the Indemnifying Party promptly Representative shall not relieve the Indemnifying Parties from any liability that they may have to such Indemnified Party with respect to any claim made pursuant to this Section 11.04, it being understood that notices for claims in respect of its indemnification obligation a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 11.01, except to the extent such failure shall actually prejudices prejudice an Indemnifying Party. If the Representative does not notify the Indemnified Party within thirty calendar days following its receipt of such notice that the Representative disputes the Indemnifying Parties’ liability to the Indemnified Party under this Article, or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article XI, and the Representative shall pay or cause to be paid the amount of such liability (which shall not exceed the total amount of Damages incurred by the Indemnified Party) to the Indemnified Party on behalf of the Indemnifying Parties (by authorizing a release of funds from the Escrow Fund or otherwise) 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 the Representative has timely disputed the liability of the Indemnifying Parties with respect to such claim. The Indemnifying Party shall have a period of 15 Business Days following receipt of claim as provided above, or 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 periodamount thereof, the Indemnifying Party will be deemed to have accepted such claim. If the Indemnifying Party rejects all or any part of such claim, Representative and the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement resolve such dispute in accordance with respect to such claimsSection 13.08.