Common use of Procedures for Inter-Party Claims Clause in Contracts

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim and any relevant facts and circumstances relating thereto, and such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party and the Indemnifying Party shall attempt to negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following the final determination of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer of immediately available funds.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim and any relevant facts and circumstances relating thereto, and such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party and the Indemnifying Party shall attempt to negotiate in good faith for a thirty-day thirty (30-day) day period regarding the resolution of any disputed Claims for Damages. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein9.7. Promptly following the final determination of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Initial Deductible Amount, the Closing Deductible Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer or check made payable to the order of immediately available fundsthe Indemnified Party.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating theretothereto (provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be promptly given even if the nature or extent conclusively deemed to be a liability of the Damages Indemnifying Party under this Section 7, 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 not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding estimated, on such later date when the Claim amount of such claim (or the nature or extent such portion of Damages resulting therefrom becomes available to such claim) is finally determined by the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights of If the Indemnifying Party are actually materially prejudiced therebyhas timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. The If the Indemnified Party and the Indemnifying Party shall attempt are unable to negotiate resolve the dispute, then the Indemnified Party may seek any remedy at Law or in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reasonequity to enforce its indemnity claim, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following the final determination terms and conditions of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer of immediately available fundsthis Agreement.

Procedures for Inter-Party Claims. In the event that an An Indemnified Party determines wishing to assert a claim for indemnification under this Article XIV which is not a Third Party Claim and subject to Section 14.2, shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description of the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that it has the Indemnified Party is entitled to indemnification under this Article XIV and a reasonable explanation of the basis therefore and a reasonable calculation of the Damages of the Claimed Amount, and (iii) a demand for payment in the amount of such Damages. Within thirty (30) days after delivery of a Claim for Damages against an Notice, the Indemnifying Party hereunder shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (other than as A) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall either be accompanied by a result payment by the Indemnifying Party to the Indemnified Party of a Third-Party Claimthe Claimed Amount, by check or by wire transfer), provided that such amount shall be set off against the Stock Holdback Shares when Seller is the Indemnifying Party, (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall either be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), provided that such amount shall be set off against the Stock Holdback Shares when Seller is the Indemnifying Party, or (C) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall give reasonably prompt written notice thereof use good faith efforts to the Indemnifying Party, specifying the amount of resolve such Claim and any relevant facts and circumstances relating thereto, and dispute. If such notice shall be promptly given even if the nature or extent of the Damages dispute is not then known. The notification shall be subsequently supplemented resolved within a reasonable time as additional information regarding sixty (60) days following the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights of delivery by the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party and the Indemnifying Party shall attempt to negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reasonsuch response, such dispute cannot be resolved by negotiation, on the request of any party it shall be finally resolved by arbitration in accordance with Section 9.8 herein. Promptly following the final determination Commercial Arbitration Rules of the amount of any Damages claimed American Arbitration Association then in effect. In the event that an indemnification claim is made by NewCo and/or the Indemnified Party, the Indemnifying Party, subject Surviving Corporation and Seller does not deliver a written response to the limitations of Claim Notice to such Persons within thirty (30) days, then NewCo or the Minimum Claim AmountSurviving Corporation, Threshold as the case may be, shall be entitled to be paid in immediately available funds the Claimed Amount and Seller shall pay that amount immediately. In the Cap Amountevent that an indemnification claim is made by Seller and NewCo or the Surviving Corporation, as the case may be, does not deliver a written response to the Claim Notice to Seller within thirty (30) days, then Seller shall be entitled to be paid in immediately available funds the Claimed Amount and NewCo or the Surviving Corporation, as the case may be, shall pay such Damages to the Indemnified Party by wire transfer of immediately available fundsSeller that amount immediately.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with full access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages and shall make its personnel available on a mutually convenient basis, and at no additional expense to the Indemnifying Party, to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall notify the Indemnified Party within forty-five (45) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its Liability to the Indemnified Party under this Article XI. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall conclusively deemed to be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights Liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this Article XI, and the Indemnifying Party shall attempt 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 claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its Liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damagesto resolve such dispute. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following Following the final determination of the amount of any Damages claimed by to which the Indemnified PartyParty is entitled (whether determined in accordance with this Section 11.07 or by arbitration), the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, Party shall pay such Damages to the Indemnified Party by wire transfer or certified check made payable to the order of immediately available fundsthe Indemnified Party.

Procedures for Inter-Party Claims. In (a) If any Party (the event that “Claimant”) elects to assert an indemnification claim against another Party hereto, the Claimant shall promptly deliver to such other Party (except where the other Party is a Seller Indemnified Party determines that Party, notice only need be given to the Agent) a written notice (a “Claim Notice”) setting forth: (i) the section or sections of this Agreement (or any other applicable Ancillary Agreement) pursuant to which it has seeks indemnification, including, if applicable, the specific representation and warranty or covenant alleged to have been breached by such other Party; (ii) a detailed description of the facts and circumstances giving rise to the indemnification claim (to the extent then known to the Claimant), including, if applicable, the alleged breach of such representation and warranty or covenant; and (iii) to the extent reasonably practicable under the circumstances, and only if then known, a detailed description and estimate of the total amount of the Losses actually incurred by the Claimant. Following delivery of a Claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim)Notice, the Indemnified Party shall give reasonably prompt written notice thereof 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. (b) Subject to Section 9.4(d), the Indemnifying Party shall pay all amounts payable pursuant to this ARTICLE IX by wire transfer of immediately available funds, to an account specified in writing by the Indemnified Party promptly following receipt from an Indemnified Party of an invoice with respect to a Loss in respect to a claim for which the Indemnified Party timely delivered a Claim Notice, together with reasonably detailed supporting documentation, unless the Indemnifying Party in good faith disputes the Loss or its obligation to provide indemnification with respect thereto, in which event, it shall so notify the Indemnified Party reasonably promptly following receipt of such invoice, setting forth in reasonable detail, and with supporting documentation (if any), the basis for such dispute. Any amount of such Loss that is not so disputed shall be due and payable by the Indemnifying Party within five (5) Business Days following the Indemnifying Party, specifying ’s receipt of the amount invoice and supporting documentation in respect of such Claim and any relevant facts and circumstances relating thereto, and such notice shall be promptly given even if the nature or extent of the Damages is not then knownLoss. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available With respect to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent Loss that the rights of the Indemnifying Party are actually materially prejudiced thereby. The disputes in good faith, the Indemnified Party and the Indemnifying Party shall attempt to negotiate in good faith for a thirty-day period of up to thirty (30-day) period days regarding the resolution of any disputed Claims claims for DamagesLosses; provided, that such thirty (30) day period shall not preclude commencement of any Proceeding to enforce the Claimant’s rights. If for any reasonno resolution is reached with regard to such disputed claim between the Indemnifying Party and the Indemnified Party within such thirty (30) day period, such dispute cannot be resolved by negotiation, on the request of any party it Indemnified Party shall be resolved by arbitration entitled to seek available remedies in accordance with Section 9.8 hereinthe terms hereof in accordance with applicable Law. Promptly No later than three (3) Business Days following the final determination Final Determination of the amount of any Damages Losses claimed by the Indemnified Party and the Indemnifying Party’s liability therefor, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, Party shall pay such Damages Losses to the Indemnified Party by wire transfer of immediately available funds, to an account specified by the Indemnified Party. In the event that the Indemnified Party is required to institute Proceedings in order to recover Losses hereunder, the cost of such Proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) shall be added to the amount of Losses payable to the Indemnified Party if the Indemnified Party recovers Losses in such Proceedings, except as otherwise provided in a Final Determination with respect thereto. In the event that a Party claiming to be an Indemnified Party institutes Proceedings in order to recover Losses hereunder and the applicable court refuses to award any Losses to such Party, such Party shall reimburse the defending Party for the cost of such Proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements). A “Final Determination” shall exist when the parties to the dispute have reached an agreement in writing or a court of competent jurisdiction shall have entered a final and non-appealable Governmental Order resolving such dispute.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim), the Indemnified Party shall promptly, but in any event within five (5) Business Days of becoming aware of any facts or circumstances that would reasonably be expected to give reasonably prompt rise to a claim for indemnification hereunder, give written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto; provided, however, that the failure to give such notice shall not affect the right to indemnification under this Article IX except to the extent of actual material prejudice to the Indemnifying Party. The Indemnified Party shall provide the Indemnifying Party with full access to its books and records (and, if Seller or Parent is the Indemnifying Party, the Acquired Companies’ books and records) during normal business hours for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within forty five (45) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Article IX. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall conclusively deemed to be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this Article IX, and the Indemnifying Party shall attempt 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 claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reason, to resolve such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 hereindispute. Promptly following the final determination of the amount of any Damages claimed by to which the Indemnified PartyParty is entitled (whether determined in accordance with this Section 9.8 or by a court of competent jurisdiction), the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, Party shall pay such Damages to the Indemnified Party by wire transfer of immediately available fundsin accordance with Section 9.11.

Procedures for Inter-Party Claims. In the event that an a Tilray Indemnified Party determines that it has to make a Claim claim for Damages Losses against an any Indemnifying Party Parties hereunder (other than as a result of a Third-Third Party Claim), the Tilray Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, Stockholder Representative specifying the amount of such Claim claim and any relevant facts and circumstances relating thereto, and such notice shall be promptly given even if the nature or extent and basis of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding alleged breach giving rise to such claim; provided, however, that no delay on the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights part of the Tilray Indemnified PartyParty in notifying the Stockholder Representative shall relieve the Indemnifying Parties of any Liability hereunder, except to the extent that the rights Stockholder Representative has been prejudiced by the Tilray Indemnified Party’s failure to give such notice. The Tilray Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records during normal business hours upon reasonable advance notice solely for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Losses. The Stockholder Representative shall notify the Tilray Indemnified Party within 30 calendar days following its receipt of such notice if the Indemnifying Parties dispute Liability to the Tilray Indemnified Party under this Section 11. If the Stockholder Representative does not so notify the Tilray Indemnified Party, the claim specified by the Tilray Indemnified Party in such notice shall be conclusively deemed to be a Loss of the Indemnifying Party are actually materially prejudiced therebyParties under this Section 11, and in the case of any notice in which the amount of the claim (or any portion of the claim) has been finally determined, the Stockholder Representative and Tilray shall jointly instruct the Escrow Agent to deliver to Tilray, on behalf of the Tilray Indemnified Parties, the Released Shares, or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, the Released Shares as calculated on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. The Indemnified Party and If the Stockholder Representative has timely disputed Liability with respect to such claim as provided above, the Indemnifying Party and Tilray shall attempt to negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reason, to resolve such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 hereindispute. Promptly following the final determination of the amount of any Damages claimed the Losses which the Tilray Indemnified Party has suffered (whether determined in accordance with this Section 11.4(b) or by the Indemnified Partya court of competent jurisdiction pursuant to Section 12.4), the Indemnifying PartyStockholder Representative and the Tilray shall jointly instruct the Escrow Agent to deliver to Tilray, subject to the limitations on behalf of the Minimum Claim AmountTilray Indemnified Parties, Threshold Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer of immediately available fundsReleased Shares.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto. Failure or delay in notifying the Indemnifying Party shall not, and such notice shall be promptly given even if however, relieve the nature or extent Indemnifying Party of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Partyits indemnification obligations, except and only to the extent that the rights Indemnifying Party demonstrates that such failure has adversely affected the Indemnifying Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages and shall make its personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this ARTICLE X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this ARTICLE X, and the Indemnifying Party shall attempt pay (or, if applicable, cause the Escrow Agent to pay from the Indemnification Escrow Funds) 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 claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damagesto resolve such dispute. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following Following the final determination of the amount of any Damages claimed by to which the Indemnified PartyParty is entitled (whether determined in accordance with this Section 10.07 or by arbitration), the Indemnifying PartyParty shall, subject no later than three (3) Business Days following such final determination, pay (or, if applicable, cause the Escrow Agent to pay from the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay Indemnification Escrow Funds) such Damages to the Indemnified Party by wire transfer or certified check made payable to the order of immediately available fundsthe Indemnified Party. Where the provisions of this Section 10.07 conflict with the provisions of Section 7.08(i) (Tax Proceedings), the provisions of Section 7.08(i) (Tax Proceedings) shall control.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto. Failure of delay in notifying the Indemnifying Party shall not, however, relieve the Indemnifying Party or its indemnification obligations, except, and such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except only to the extent that the rights Indemnifying Party demonstrates that such failure or delay has materially harmed the Indemnifying Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within forty-five (45) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this ARTICLE X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this ARTICLE X, and the Indemnifying Party shall attempt pay (or, if applicable, cause the Escrow Agent to pay from the Indemnification Escrow Funds) 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 claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damagesto resolve such dispute. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following Following the final determination of the amount of any Damages claimed by to which the Indemnified PartyParty is entitled (whether determined in accordance with this Section 10.07 or by arbitration), the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, Party shall pay (or, if applicable, cause the Escrow Agent to pay from the Indemnification Escrow Funds) such Damages to the Indemnified Party by wire transfer or certified check made payable to the order of immediately available fundsthe Indemnified Party. Where the provisions of this ARTICLE X conflict with the provisions of Section 7.08(i), the provisions of Section 7.08(i) shall control.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages Losses against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, Party specifying the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto; provided, and such notice shall be promptly given even if however, that no delay on the nature or extent of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights part of the Indemnified PartyParty in notifying the Indemnifying Party shall relieve the Indemnifying Party of any Liability hereunder, except to the extent that the rights of the Indemnifying Party are actually has been materially prejudiced therebyby the Indemnified Party’s failure to give such notice. The Indemnified Party and shall provide the Indemnifying Party with reasonable access to its books and records (and, in the case that the Indemnified Party is a Parent Indemnified Party, the Company’s books and records) during normal business hours upon reasonable advance notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Losses. The Indemnifying Party shall attempt to negotiate in good faith for a thirty-day notify the Indemnified Party within thirty (30-day) period regarding days following its receipt of such notice if the resolution of any disputed Claims for Damages. Indemnifying Party disputes Liability to the Indemnified Party under this ARTICLE X. If for any reason, such dispute canthe Indemnifying Party does not be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following the final determination of the amount of any Damages claimed by so notify the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to claim specified by the Indemnified Party by wire transfer in such notice shall be conclusively deemed to be a Liability of immediately available fundsthe Indemnifying Party under this ARTICLE X. If the Indemnifying Party has timely disputed Liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim and any relevant facts and circumstances relating 73 thereto, and such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party and the Indemnifying Party shall attempt to negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following the final determination of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer or check made payable to the order of immediately available fundsthe Indemnified Party.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third- Party Claim), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto. Failure or delay in notifying the Indemnifying Party shall not, and such notice shall be promptly given even if however, relieve the nature or extent Indemnifying Party of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Partyits indemnification obligations, except and only to the extent that the rights Indemnifying Party demonstrates that such failure has adversely affected the Indemnifying Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages and shall make its personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this ARTICLE X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this ARTICLE X, and the Indemnifying Party shall attempt pay (or, if applicable, instruct the Escrow Agent to pay from the Indemnification Escrow Funds) the amount of such liability to the Indemnified Party promptly 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 and liquidated. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damagesto resolve such dispute. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following Following the final determination of the amount of any Damages claimed by to which the Indemnified PartyParty is entitled (whether determined in accordance with this Section 10.07 or by arbitration), the Indemnifying PartyParty shall, subject no later than three (3) Business Days following such final determination, pay (or, if applicable, instruct the Escrow Agent to pay from the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay Indemnification Escrow Funds) such Damages to the Indemnified Party by wire transfer or certified check made payable to the order of immediately available fundsthe Indemnified Party. Where the provisions of this Section 10.07 conflict with the provisions of Section 7.09(h) (Tax Proceedings), the provisions of Section 7.09(h) (Tax Proceedings) shall control.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating theretothereto (provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 5. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be promptly given even if the nature or extent conclusively deemed to be a liability of the Damages Indemnifying Party under this Section 7, 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 not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding estimated, on such later date when the Claim amount of such claim (or the nature or extent such portion of Damages resulting therefrom becomes available to such claim) is finally determined by the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights of If the Indemnifying Party are actually materially prejudiced therebyhas timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. The If the Indemnified Party and the Indemnifying Party shall attempt are unable to negotiate resolve the dispute, then the Indemnified Party may seek any remedy at Law or in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reasonequity to enforce its indemnity claim, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following the final determination terms and conditions of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer of immediately available fundsthis Agreement.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages Losses against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Inter-Party Claim (to the extent then reasonably determinable by the Indemnified Party) and the basis of such Inter-Party Claim in reasonable detail (provided that no delay on the part of the Indemnified Party in notifying any relevant facts and circumstances relating theretoIndemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent that, the Indemnifying Party can demonstrate that the Indemnifying Party is actually and materially prejudiced thereby). The Indemnifying Party shall notify the Indemnified Party within twenty (20) days following its receipt of such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available Indemnifying Party disputes its liability to the Indemnified PartyParty under this Article VIII. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights of If the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party and the Indemnifying Party shall attempt to negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reason, such dispute candoes not be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following the final determination of the amount of any Damages claimed by so notify the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Inter-Party Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VIII. If the Indemnifying Party has timely disputed its liability with respect to such Inter-Party Claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If such dispute remains unresolved as of the fifteenth (15th) day after timely delivery by wire transfer the Indemnifying Party of immediately the notice that it disputes its liability with respect to such Inter-Party Claim, the Indemnified Party shall have the right to seek any and all available fundsremedies under this Agreement in respect thereof.

Procedures for Inter-Party Claims. (a) In the event that an Indemnified Party determines that it has a Claim claim for Damages Losses against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim (to the extent then reasonably determinable by the Indemnified Party) and the basis of such claim in reasonable detail (provided that no delay on the part of the Indemnified Party in notifying any relevant facts and circumstances relating theretoIndemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is actually prejudiced thereby). The Indemnifying Party shall notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Article VIII. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall conclusively deemed to be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this Article VIII, and the Indemnifying Party shall attempt pay the amount of such liability (in accordance with Section 8.07) 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) is finally determined by the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damagesto resolve such dispute. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following the final determination remains unresolved as of the amount of any Damages claimed fifteenth (15th) day after timely delivery by the Indemnified PartyIndemnifying Party of the notice that it disputes its liability with respect to such claim, the Indemnified Party shall have the right to seek any and all available remedies in respect thereof. (b) For purposes of this Section 8.06, if the Stockholders, collectively, comprise the Indemnified Party or Indemnifying Party, subject then in each such case all references to such Indemnified Party or Indemnifying Party, as the case may be (except for provisions relating to an obligation to make or a right to receive any payments), shall be deemed to refer to the limitations Stockholder Representative acting on behalf of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer of immediately available fundsor Indemnifying Party, as applicable.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim (to the extent then reasonably determinable by the Indemnified Party) and the basis of such claim in reasonable detail (provided that no delay on the part of the Indemnified Party in notifying any relevant facts and circumstances relating theretoIndemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party upon advance written notice by the Indemnifying Party, with reasonable access within normal business hours to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within ten (10) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this ARTICLE XI. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall conclusively deemed to be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this ARTICLE XI, and the Indemnifying Party shall attempt to negotiate in good faith for a thirty-day pay the amount of such liability (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following 9.08) to the final determination Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any Damages claimed portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer of immediately available funds.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim), the Indemnified Party shall give reasonably prompt promptly deliver written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto, and such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will so notify the Indemnifying Party shall not waive any rights relieve the Indemnifying Party of the Indemnified Partyits obligations hereunder, except to the extent that such failure shall have materially prejudiced, or materially increased the rights amount of Damages payable by, the Indemnifying Party. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records (and, if the Company Stockholders and Participating Optionholders are the Indemnifying Party, the Acquired Companies’ books and records) during normal business hours for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within forty five (45) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Article X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this Article X, and the Indemnifying Party shall attempt 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 claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reason, to resolve such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 hereindispute. Promptly following the final determination of the amount of any Damages claimed by to which the Indemnified PartyParty is entitled (whether determined in accordance with this Section 10.08 or by a court of competent jurisdiction), the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, Party shall pay such Damages to the Indemnified Party by wire transfer of immediately available fundsin accordance with Section 10.11.

Procedures for Inter-Party Claims. In the event that an Indemnified Party Indemnitee determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim), the Indemnified Party Indemnitee shall give reasonably prompt written notice thereof to the Indemnifying Party, Party specifying (to the extent known and quantifiable) the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto; provided, and however, that no delay on the part of the Indemnitee in notifying the Indemnifying Party shall relieve such Indemnifying Party of any liability hereunder (other than a failure to deliver such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available prior to the Indemnified Party. Any failure to give such reasonably prompt notice Company Representation Completion Date or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified PartyParent Representation Completion Date, as applicable), except to the extent that the rights Indemnifying Party has been materially prejudiced by the Indemnitee's failure to give such notice. The Indemnitee shall provide the Indemnifying Party with such information and documentation as the Indemnifying Party may reasonably request in order to verify any claim for Damages and with reasonable access to its books and records (including the Surviving Corporation' books and records) during normal business hours upon reasonable advance notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnitee within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes liability to the Indemnitee under this Section with respect to such claim. If the Indemnifying Party does not so notify the Indemnitee, the claim specified by the Indemnitee in such notice shall be conclusively deemed to be a liability of the Indemnifying Party are actually materially prejudiced therebyunder this Section. The Indemnified If the Indemnifying Party has timely disputed liability with respect to such claim as provided above, the Indemnifying Party and the Indemnifying Party Indemnitee shall attempt to negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reason, to resolve such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following the final determination of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer of immediately available fundsdispute.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim), the Indemnified Party shall promptly, give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure. The Indemnified Party shall provide the Indemnifying Party with full access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within forty-five (45) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Article X. If the Indemnifying Party does not so notify the Indemnified Party, and the claim specified by the Indemnified Party in such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall conclusively deemed to be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Party, except to the extent that the rights liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this Article X, and the Indemnifying Party shall attempt 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 claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. If for any reason, to resolve such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 hereindispute. Promptly following the final determination of the amount of any Damages claimed by to which the Indemnified PartyParty is entitled (whether determined in accordance with this Section 10.08 or by a court of competent jurisdiction), the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, Party shall pay such Damages to the Indemnified Party by wire transfer or certified check made payable to the order of immediately available fundsthe Indemnified Party.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such Claim claim, the nature and any basis of the alleged breach giving rise to such claim and all relevant facts and circumstances relating thereto. Failure or delay in notifying the Indemnifying Party shall not, and such notice shall be promptly given even if however, relieve the nature or extent Indemnifying Party of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such reasonably prompt notice or supplement thereto or to provide any such facts and circumstances will not waive any rights of the Indemnified Partyits indemnification obligations, except and only to the extent that the rights Indemnifying Party demonstrates that such failure has adversely affected the Indemnifying Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages and shall make its personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this ARTICLE XI. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party are actually materially prejudiced thereby. The Indemnified Party under this ARTICLE XI, and the Indemnifying Party shall attempt 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 claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damagesto resolve such dispute. If for any reason, such dispute cannot be resolved by negotiation, on the request of any party it shall be resolved by arbitration in accordance with Section 9.8 herein. Promptly following Following the final determination of the amount of any Damages claimed by to which the Indemnified PartyParty is entitled (whether determined in accordance with this Section 11.06 or by arbitration), the Indemnifying PartyParty shall, subject to the limitations of the Minimum Claim Amountno later than three (3) Business Days following such final determination, Threshold Amount and the Cap Amount, shall pay (such Damages to the Indemnified Party by wire transfer or certified check made payable to the order of immediately available fundsthe Indemnified Party. Where the provisions of this Section 11.06 conflict with the provisions of Section 8.07(h) (Tax Proceedings), the provisions of Section 8.07(h) (Tax Proceedings) shall control.

Procedures for Inter-Party Claims. (a) In the event that an Indemnified Party determines that it has a Claim claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim), the Indemnified Party shall promptly give reasonably prompt written Written notice (a “Claim Notice”) thereof to the Indemnifying Party, specifying a non-binding estimate of the amount of such Claim claim (to the extent possible), the nature and any relevant basis of the alleged breach giving rise to such claim and material facts and circumstances known by the Indemnified Party relating thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records (and, if Seller is the Indemnifying Party, the Target Companies’ books and records) during normal business hours, and such notice shall be promptly given even if in a manner so as not to interfere with the nature or extent normal operation of the Damages is not then known. The notification shall be subsequently supplemented within Business for the purpose of allowing the Indemnifying Party a reasonable time as additional information regarding opportunity to verify any such claim for Damages. (b) If the Indemnifying Party in good faith objects to any claim made by the Indemnified Party in any Claim or Notice, then the nature or extent of Damages resulting therefrom becomes available Indemnifying Party will deliver a Written notice (a “Claim Dispute Notice”) to the Indemnified PartyParty during the thirty (30) calendar day period commencing upon receipt by Indemnifying Party of the Claim Notice. Any failure The Claim Dispute Notice will set forth in reasonable detail the principal basis for the dispute of any claim in the Claim Notice. If the Indemnifying Party does not deliver a Claim Dispute Notice to give the Indemnified Party prior to the expiration of such reasonably prompt notice or supplement thereto or thirty (30) calendar day period, then (i) each claim for indemnification set forth in such Claim Notice will be deemed to provide any such facts and circumstances will not waive any rights of have been conclusively determined in the Indemnified Party’s favor for purposes of this Article IX on the terms set forth in the Claim Notice and (ii) if the Indemnified Party is a Buyer Indemnified Party and cash remains in the Escrow Fund, except then Buyer and Seller shall jointly direct the Escrow Agent to deliver cash from the extent that the rights of Escrow Fund to Buyer in accordance with herewith. (c) If the Indemnifying Party are actually materially prejudiced thereby. The delivers a Claim Dispute Notice, then the Indemnified Party and the Indemnifying Party shall will attempt to negotiate in good faith for to resolve any such objections raised by the Indemnifying Party in such Claim Dispute Notice. If the Indemnified Party and the Indemnifying Party agree to a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. such objection, then a memorandum setting forth the matters conclusively determined by the Indemnified Party and the Indemnifying Party will be prepared and signed by both parties and, if the Indemnified Party is a Buyer Indemnified Party and cash remains in the Escrow Fund, promptly deliver joint Written instructions to the Escrow Agent directing the Escrow Agent to distribute cash from the Escrow Fund in accordance with the terms of such memorandum. (d) If for any reasonno such resolution can be reached during the forty-five (45) calendar day period following the Indemnified Party’s receipt of a given Claim Dispute Notice, then upon the expiration of such dispute cannot be resolved by negotiationforty-five (45) calendar day period, on either the request of any party it shall be resolved by arbitration Indemnified Party or the Indemnifying Party may bring suit to resolve the objection in accordance with Section 9.8 herein10.09 and Section 10.10. Promptly following the final determination of the amount of Judgment upon any Damages claimed by the Indemnified Party, the Indemnifying Party, subject to the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such Damages to the Indemnified Party by wire transfer of immediately available fundsaward rendered in accordance herewith may be entered in any court having jurisdiction.