Common use of Settlement of Indemnification Claims Clause in Contracts

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternotice, setting forth the basis for disputing such claim, to Parent or the Shareholders, as the case may be. If no such counternotice is given within such thirty (30) day period, or if Parent or the Shareholders, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.7. If, within thirty (30) days after the receipt of counternotice by Parent or the Shareholders, as the case may be, the Shareholders and Parent shall not have reached agreement as to the claim in question, then the party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of the parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternotice, setting forth the basis for disputing such claim, to Parent Purchaser or the Shareholders' Representative, as the case may be. If no such counternotice is given within such thirty (30) day period, or if Parent Purchaser, or the Shareholders' Representative, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.79.8. If, within thirty (30) days after the receipt of counternotice by Parent Purchaser or the Shareholders' Representative, as the case may be, the Shareholders Shareholders' Representative and Parent Purchaser shall have not have reached agreement as to the claim in question, then the party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 9.8 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of the parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.79.8. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 9.7 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternotice, setting forth the basis for disputing such claim, to Parent Purchaser or the Shareholders' Committee, as the case may be. If no such counternotice is if given within such thirty (30) day period, or if Parent Purchaser, or the Shareholders' Committee, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.79.9. If, within thirty (30) days after the receipt of counternotice by Parent Purchaser or the Shareholders' Committee, as the case may be, the Shareholders Shareholders' Committee and Parent Purchaser shall have not have reached agreement as to the claim in question, then the party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the AtlantaNew York, Georgia New York area before a panel of three (3) arbitrators, one selected by each of the parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.79.8. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 9.7 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of ------------------------------------ Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternoticecounter-notice, setting forth the basis for disputing such claim, to Parent InterCept or the Shareholders, as the case may be. If no such counternotice counter-notice is given within such thirty (30) day period, or if Parent InterCept, Purchaser or the Shareholders, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.712.6. If, within thirty (30) days after the receipt of counternotice counter-notice by Parent InterCept, Purchaser or the Shareholders, as the case may be, the Shareholders Shareholders, Purchaser and Parent InterCept shall not have reached agreement as to the claim in question, then the party Party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 12.6 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of the parties Parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.712.6. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 12.6 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim an Obligor desires to dispute such claimany Claim, it shall, within thirty (30) 30 days after receipt of the Notice of Claim, give counternotice, setting forth the basis for disputing such claimClaim, to Parent or the Shareholders, as the case may beClaimant. If no such counternotice is given within such thirty (30) 30 day period, or if Parent or the Shareholders, as the case may be, Obligor acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.7. If, within thirty (30) 30 days after the receipt of counternotice by Parent or Claimant receives the Shareholders, as the case may becounternotice, the Shareholders Obligor and Parent the Claimant shall not have reached agreement as to the claim Claim in question, then the party disputing the claim Claim shall satisfy any undisputed amount as specified in Section 10.7 and the disputed amount of the claim of indemnification Claim shall be submitted to and settled by arbitration in Atlanta, Georgia in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such The arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of the parties Parent and InterCept and the third selected by mutual agreement of the first twoParent and InterCept, and all of whom shall be independent and impartial under the commercial rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunderunder this Agreement, the amount shall be satisfied as provided in Section 10.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date on which an award shall be determined and owed shall mean any of the arbitrator's decision or following dates, as applicable: (a) the date that the Parties enter into a claim otherwise becomes payable pursuant written agreement whereby the Obligor agrees to this indemnify the Claimant; (b) the day after the 30th day following delivery of the Notice of Claim (in accordance with Section 10.6 is referred 10.3) if the Obligor has failed to as provide a counternotice to the "Determination DateClaimant within such 30 day period; or (c) the date of the arbitrators’ written decision."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternotice, setting forth the basis for disputing such claim, to Parent Purchaser or the ShareholdersStockholders' Representative, as the case may be. If no such counternotice is given within such thirty (30) day period, or if Parent Purchaser, or the ShareholdersStockholders' Representative, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.79.8. If, within thirty (30) days after the receipt of counternotice by Parent Purchaser or the ShareholdersStockholders' Representative, as the case may be, the Shareholders Stockholders' Representative and Parent shall Purchaser have not have reached agreement as to the claim in question, then the party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 9.8 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the AtlantaPost Falls, Georgia Idaho area before a panel of three (3) arbitrators, one selected by each of the parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.79.8. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 9.7 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternoticecounter-notice, setting forth the basis for disputing such claim, to Parent Purchaser or the Shareholders' Representative, as the case may be. If no such counternotice counter-notice is given within such thirty (30) day period, or if Parent Purchaser or the Shareholders' Representative, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.711.7. If, within thirty (30) days after the receipt of counternotice counter-notice by Parent Purchaser or the Shareholders' Representative, as the case may be, the Shareholders Shareholders' Representative and Parent Purchaser shall not have reached agreement as to the claim in question, then the party Party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 11.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of the parties Parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.711.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 11.6 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternotice, setting forth the basis for disputing such claim, to Parent Purchaser or the ShareholdersDCI, as the case may be. If no such counternotice is given within such thirty (30) day period, or if Parent Purchaser or the ShareholdersDCI, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.7satisfied. If, within thirty (30) days after the receipt of counternotice by Parent Purchaser or the ShareholdersDCI, as the case may be, the Shareholders DCI and Parent Purchaser shall not have reached agreement as to the claim in question, then the party Party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the AtlantaStratford, Georgia Connecticut area before a panel of three (3) arbitrators, one selected by each of the parties Parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.7satisfied. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternotice, setting forth the basis for disputing such claim, to Parent Parent, Acquisition Corp. or the Shareholders, as the case may be. If no such counternotice is given within such thirty (30) day period, or if Parent Parent, Acquisition Corp. or the Shareholders, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.7. If, within thirty (30) days after the receipt of counternotice by Parent Parent, Acquisition Corp. or the Shareholders, as the case may be, the Shareholders Shareholders, Acquisition Corp. and Parent shall not have reached agreement as to the claim in question, then the party Party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of the parties Parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of ------------------------------------ Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternoticecounter-notice, setting forth the basis for disputing such claim, to Parent InterCept, the Company or the ShareholdersTransferor, as the case may be. If no such counternotice counter-notice is given within such thirty (30) day period, or if Parent InterCept, Company or the ShareholdersTransferor, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.711.8. If, within thirty (30) days after the receipt of counternotice counter-notice by Parent InterCept, Company or the ShareholdersTransferor, as the case may be, the Shareholders Transferor, Company and Parent InterCept shall not have reached agreement as to the claim in question, then the party Party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 11.8 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of the parties Parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.711.8. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 11.7 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim an Obligor desires to ------------------------------------ dispute such claimany Claim, it shall, within thirty (30) 30 days after receipt of the Notice of Claim, give counternotice, setting forth the basis for disputing such claimClaim, to Parent or the Shareholders, as the case may beClaimant. If no such counternotice is given within such thirty (30) 30 day period, or if Parent or the Shareholders, as the case may be, Obligor acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.7. If, within thirty (30) 30 days after the receipt of counternotice by Parent or Claimant receives the Shareholders, as the case may becounternotice, the Shareholders Obligor and Parent the Claimant shall not have reached agreement as to the claim Claim in question, then the party disputing the claim Claim shall satisfy any undisputed amount as specified in Section 10.7 and the disputed amount of the claim of indemnification Claim shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such If a Claim is brought by (a) any of the Parent Indemnified Parties, then such arbitration shall be held in New Castle, Delaware, or (b) any of the Seller Indemnified Parties, then such arbitration shall be held in Atlanta, Georgia area Georgia. The arbitration shall be held, in either case, before a panel of three (3) arbitrators, one selected by each of the parties Parent and the Stockholder Designated Official and the third selected by mutual agreement of the first twoParent and the Stockholder Designated Official, and all of whom shall be independent and impartial under the commercial rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunderunder this Agreement, the amount shall be satisfied as provided in Section 10.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The "Determination Date" shall mean any of the following dates, as applicable: (a) the date that the Parties enter into a written agreement whereby the Obligor agrees to indemnify the Claimant; (b) the day after the 30th day following delivery of the Notice of Claim (in accordance with Section 10.3) if the Obligor has failed to provide a counternotice to the Claimant within such 30 day period; or (c) the date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 is referred to as the "Determination Datearbitrators' written decision."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternoticecounter-notice, setting forth the basis for disputing such claim, to Parent Purchaser or the ShareholdersCompany, as the case may be. In the case of the Company giving counter-notice, such notice must also be given to the Escrow Agent. If no such counternotice counter-notice is not given to all parties to which such counter-notice is required to be given within such thirty (30) day period, or if Parent Purchaser or the ShareholdersCompany, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.79.7. If, within thirty (30) days after the receipt of counternotice counter-notice by Parent Purchaser or the ShareholdersCompany, as the case may be, the Shareholders Company and Parent Purchaser shall not have reached agreement as to the claim in question, then the party Party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 9.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of the parties Parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.79.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternoticecounter-notice, setting forth the basis for disputing such claim, to Parent Purchaser and Netzee, on the one hand, or to the Company and the Shareholders, on the other hand, as the case may be. In the case of the Company or the Shareholders giving counter-notice, such notice must also be given to the Escrow Agent. If no such counternotice counter-notice is not given to all Parties to which such counter-notice is required to be given within such thirty (30) day period, or if Parent Purchaser or Netzee, on the one hand, or the Company or the Shareholders, on the other hand, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.78.7. If, within thirty (30) days after the receipt of counternotice counter-notice by Parent Purchaser or Netzee, on the one hand, or the Company or the Shareholders, on the other hand,, as the case may be, the Shareholders Company and Parent Purchaser shall not have reached agreement as to the claim in question, then the party Party or Parties disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 8.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of Purchaser and Netzee, on the parties one hand, and the Company and the Shareholders, on the other hand, and the third selected by mutual agreement of all the first twoParties, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.78.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 is referred to as the "Determination Date."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternoticecounter-notice, setting forth the basis for disputing such claim, to Parent Purchaser or the ShareholdersCompanies, as the case may be. If no such counternotice counter-notice is given within such thirty (30) day period, or if Parent Purchaser or the ShareholdersCompanies, as the case may be, acknowledges acknowledge liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.711.7. If, within thirty (30) days after the receipt of counternotice counter-notice by Parent Purchaser or the ShareholdersCompanies, as the case may be, the Shareholders Companies and Parent Purchaser shall not have reached agreement as to the claim in question, then the party Party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 11.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the AtlantaLouisville, Georgia Kentucky area before a panel of three (3) arbitrators, one selected by each of the parties Parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.711.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 11.6 is referred to as the "Determination DateDETERMINATION DATE."

Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternoticecounter-notice, setting forth the basis for disputing such claim, to Parent Netzee, on the one hand, or to Harlxxx, xx the Shareholdersother hand, as the case may be. If no such counternotice counter-notice is not given to the Party to which such counter-notice is required to be given within such thirty (30) day period, or if Parent Netzee, on the one hand, or Harlxxx, xx the Shareholdersother hand, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.78.7. If, within thirty (30) days after the receipt of counternotice counter-notice by Parent Netzee, on the one hand, or Harlxxx, xx the Shareholdersother hand, as the case may be, the Shareholders and Parent Harlxxx xxx Netzee shall not have reached agreement as to the claim in question, then the party Party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 8.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of Netzee, on the parties one hand, and Harlxxx, xx the other hand, and the third selected by mutual agreement of the first twoNetzee and Harlxxx, and xxd all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party Party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.78.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 is referred to as the "Determination Date."