Response to Direct Claims. Any Seller(s), the Trust or Buyer as the indemnifying party under this Section 8 (the “Indemnitor”) shall have thirty (30) days after receipt of the Claims Notice for a Direct Claim to reject or accept the claim as an indemnifiable claim under Section 8. If, within thirty (30) days after receipt by the Indemnitor of such a Claims Notice, the Indemnitor delivers notice to the Indemnitee containing a written objection to the claim (or a portion thereof) by the Indemnitee, stating the nature of and grounds for such objection in reasonable detail, then such claim (or portion thereof) shall be deemed to be a “Disputed Claim” and such claim shall be resolved in accordance with this Section 8(j). If, within thirty (30) days after actual receipt by an Indemnitor of a Claims Notice for a Direct Claim, Indemnitor delivers notice to the Indemnitee containing a written acceptance of the claim, (or a portion thereof) then such claim (or portion thereof) shall be deemed an indemnifiable claim under this Section 8 (the “Indemnifiable Claim”), and unless such notice includes a reservation of rights, Indemnitor will be conclusively deemed to have consented to recovery by the Indemnitee of the full amount of Buyer Losses or Seller Losses, as applicable, subject to the limitations set forth in the Section 8, as applicable.
