Common use of Claims and Procedures Clause in Contracts

Claims and Procedures. If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any Indemnified Party, then such Indemnified Party will promptly give notice to the Indemnifying Party. Failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party (or affect the rights of the Indemnified Party to indemnification hereunder with respect to such Indemnification Claim), except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnifying Party may elect at any time to assume and thereafter conduct the defense of any Action brought by a third party subject to any such Indemnification Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party and to settle or compromise any such Action; provided that the Indemnifying Party will not approve of the entry of any judgment, or enter into any settlement or compromise, without the Indemnified Party’s prior written approval (which must not be unreasonably withheld, conditioned or delayed). If the Indemnified Party gives an Indemnifying Party notice of an Indemnification Claim brought by a third party and the Indemnifying Party does not, within twenty (20) calendar days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnified Party against which such Action or Actions has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Action or Actions and the Indemnifying Party shall have the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. A claim for any matter not involving a third party may be asserted by written notice to the Person from whom indemnification is sought; provided that any Indemnification Claim in respect of any actual or alleged breach or inaccuracy of representation, warranty, covenant or agreement contained herein must be asserted in accordance with the applicable time period provided for in Section 8.1.

Claims and Procedures. If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any Indemnified Party, then such Indemnified Party will promptly give prompt written notice to the Indemnifying Party, specifying in reasonable detail and to the extent then known the nature and basis of such Indemnification Claim and the estimated amount thereof. The Indemnified Party shall also send to the Indemnifying Party copies of all relevant documentation with respect to such Indemnification Claim, including any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument related thereto. Failure to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party (or affect the rights of the Indemnified Party to indemnification hereunder with respect to such Indemnification Claim), except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnifying Party may elect at any time to assume and thereafter conduct the defense of any Action brought by a third party subject to any such Indemnification Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party and to settle or compromise any such Action; provided that the Indemnifying Party will not approve of the entry of any judgment, or enter into any settlement or compromise, without the Indemnified Party’s prior written approval (which must not be unreasonably withheld, conditioned or delayed). If the Indemnified Party gives an Indemnifying Party notice of an Indemnification Claim brought by a third party and the Indemnifying Party does not, within twenty (20) calendar days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnified Party against which such Action or Actions has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Action or Actions and the Indemnifying Party shall have the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. A claim for any matter not involving a third party may be asserted by prompt written notice to the Person from whom indemnification is sought; provided that any Indemnification Claim in respect of any actual or alleged breach or inaccuracy of representation, warranty, covenant or agreement contained herein must be asserted in accordance with the applicable time period provided for in Section 8.110.1. Notwithstanding anything to the contrary, this Section 10.6 shall not apply to Tax Claims, which shall be governed exclusively by Section 7.6.

Claims and Procedures. (a) If an Indemnified Party determines in good faith that it has a bona fide claim for indemnification pursuant to this Section 10.04(a), then Parent (if such Indemnified Party is a Parent Indemnified Party) or the Equityholder Representative (if such Indemnified Party is an Equityholder Indemnified Party), as the case may be, may deliver to the Equityholder Representative or Parent, as the case may be, a certificate (any Action is commenced or threatened certificate delivered in accordance with the provisions of this Section 10.04(a) a “Claim Certificate”): (i) stating that may give rise to an Indemnified Party has a claim for indemnification pursuant to this Section 10.04(a)(i); (an “Indemnification Claim”ii) by any Indemnified Partyto the extent possible, then containing a good faith non-binding, preliminary estimate of the amount to which such Indemnified Party will promptly give notice claims to be entitled to receive, which shall be the Indemnifying Party. Failure amount of Damages such Indemnified Party claims to notify have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the Indemnifying Party will not relieve information then possessed by Parent or the Indemnifying Party of any liability that it Equityholder Representative, as the case may have be) the material facts known to the Indemnified Party (or affect the rights of the Indemnified Party to indemnification hereunder with respect giving rise to such Indemnification Claim)claim. No delay in providing such Claim Certificate prior to the Expiration Date shall affect a Parent Indemnified Party’s rights hereunder, except unless (and then only to the extent that) the defense Equityholders are actually and materially prejudiced thereby. (b) At the time of delivery of any Claim Certificate to the Equityholder Representative, a duplicate copy of such Action is materially and irrevocably prejudiced Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Parent Indemnified Party). (c) If the Equityholder Representative or Parent, as the case may be, in good faith objects to any claim made in any Claim Certificate, then the Equityholders’ Representative or Parent, as the case may be, shall deliver a written notice (a “Claim Dispute Notice”) to Parent or the Equityholders’ Representative, as the case may be, during the 30-day period commencing upon receipt by the Indemnified Party’s failure to give such noticeEquityholders’ Representative or Parent, as the case may be, of the Claim Certificate. An Indemnifying Party may elect at any time to assume and thereafter conduct The Claim Dispute Notice shall set forth in reasonable detail the defense principal basis for the dispute of any Action brought by a third party subject to any such Indemnification claim made in the applicable Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party and to settle or compromise any such Action; provided that the Indemnifying Party will not approve of the entry of any judgment, or enter into any settlement or compromise, without the Indemnified Party’s prior written approval (which must not be unreasonably withheld, conditioned or delayed)Certificate. If the Equityholder Representative or Parent, as the case may be, does not deliver a Claim Dispute Notice hereunder prior to the expiration of such 30-day period, then (i) each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Indemnified Party gives an Indemnifying Party notice for purposes of an Indemnification this Section 10.04(c) on the terms set forth in the Claim brought Certificate and (ii) if the Claim Certificate was delivered by Parent and cash remains in the Indemnity Escrow Fund, then Parent may direct the Escrow Agent to deliver cash from the Indemnity Escrow Fund to Parent in accordance with this Section 10.04(c). (d) If a third party Claim Dispute Notice is properly delivered hereunder, then Parent and the Indemnifying Party does notEquityholder Representative shall attempt in good faith to resolve any such objections raised by the Equityholder Representative in such Claim Dispute Notice. If Parent and the Equityholder Representative agree to a resolution of such objection, within twenty (20) calendar days after such notice is giventhen a memorandum setting forth the matters conclusively determined by Parent and the Equityholder Representative shall be prepared and signed by both parties and, give notice if the Claim Certificate was delivered by Parent and cash remains in the Indemnity Escrow Fund, promptly delivered to the Indemnified Party of its election Escrow Agent directing the Escrow Agent to assume distribute cash from the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnified Party against which such Action or Actions has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Action or Actions and the Indemnifying Party shall have the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. A claim for any matter not involving a third party may be asserted by written notice to the Person from whom indemnification is sought; provided that any Indemnification Claim in respect of any actual or alleged breach or inaccuracy of representation, warranty, covenant or agreement contained herein must be asserted Indemnity Escrow Fund in accordance with the applicable time terms of such memorandum. (e) If no such resolution can be reached during the 45-day period provided for following receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Parent or the Equityholder Representative may bring suit to resolve the objection in Section 8.1accordance with Sections 11.07, 11.08 and 11.09.

Claims and Procedures. (a) If at any Action is commenced time prior to the expiration of the applicable survival period set forth in Section 9.01(a), Purchaser or threatened Seller, as applicable, determines in good faith that a Purchaser Indemnified Party or Seller Indemnified Party, as applicable, has a bona fide claim for indemnification pursuant to this Article 9, Purchaser or Seller, as applicable, may give rise deliver to the party obligated to indemnify under this Article 9, whether Purchaser or Seller, as applicable (the “Indemnifying Party”), a certificate signed by any officer of the Indemnified Party (any certificate delivered in accordance with the provisions of this Section 9.05(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnified Party has a claim for indemnification pursuant to this Article 9; (an “Indemnification Claim”ii) by any Indemnified Partyto the extent possible, then containing a good faith non-binding, preliminary estimate of the amount to which such Indemnified Party will promptly give notice claims to be entitled to receive, which shall be the amount of Damages such Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the material facts known to the Indemnifying Indemnified Party giving rise to such claim. No delay in providing such Officer’s Claim Certificate prior to the applicable survival period set forth in Section 9.01(a) shall affect an Indemnified Party. Failure ’s rights hereunder, unless (and then only to notify the extent that) the Indemnifying Party will not relieve is materially prejudiced thereby. (b) At the time of delivery of any Officer’s Claim Certificate by Purchaser to Seller, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Purchaser (on behalf of itself or any other Indemnified Party) if any funds remain in the Escrow Fund. (c) If the Indemnifying Party in good faith objects to any claim made in any Officer’s Claim Certificate, then the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to Purchaser or Seller, as applicable, during the 45-day period commencing upon receipt by the Indemnifying Party of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any liability that it may have claim made in the Officer’s Claim Certificate. If the Indemnifying Party does not deliver a Claim Dispute Notice prior to the Indemnified Party (or affect the rights of the Indemnified Party to indemnification hereunder with respect to such Indemnification Claim), except to the extent the defense expiration of such Action is materially and irrevocably prejudiced by 45-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in the Indemnified Party’s failure favor for purposes of this Article 9 on the terms set forth in the Officer’s Claim Certificate and, (ii) in the case of a Purchaser Indemnified Party, if cash remains in the Escrow Fund, then Purchaser may direct the Escrow Agent to give such notice. An Indemnifying Party may elect at any time deliver cash from the Escrow Fund to assume and thereafter conduct the defense of any Action brought by a third party subject to any such Indemnification Claim Purchaser in accordance with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party and to settle or compromise any such Action; provided that this Section 9.05. (d) If the Indemnifying Party will not approve of the entry of delivers a Claim Dispute Notice, then Purchaser and Seller shall attempt in good faith to resolve any judgment, or enter into any settlement or compromise, without the Indemnified Party’s prior written approval (which must not be unreasonably withheld, conditioned or delayed). If the Indemnified Party gives an Indemnifying Party notice of an Indemnification Claim brought such objections raised by a third party and the Indemnifying Party does notin such Claim Dispute Notice. If Purchaser and Seller agree to a resolution of such objection, within twenty (20) calendar days after such notice is giventhen a memorandum setting forth the matters conclusively determined by Purchaser and Seller shall be prepared and signed by both parties and, give notice in the case of a claim by a Purchaser Indemnified Party, if cash remains in the Escrow Fund, promptly delivered to the Indemnified Party of its election Escrow Agent directing the Escrow Agent to assume distribute cash from the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnified Party against which such Action or Actions has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Action or Actions and the Indemnifying Party shall have the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. A claim for any matter not involving a third party may be asserted by written notice to the Person from whom indemnification is sought; provided that any Indemnification Claim in respect of any actual or alleged breach or inaccuracy of representation, warranty, covenant or agreement contained herein must be asserted Escrow Fund in accordance with the applicable time terms of such memorandum. (e) If no such resolution can be reached during the 45-day period provided for following Purchaser’s or Seller’s, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or Seller may bring suit to resolve the objection in Section 8.1accordance with Sections 10.06, 10.07 and 10.

Claims and Procedures. (a) If a Buyer Indemnified Party determines in good faith that it has a bona fide claim for indemnification pursuant to this Article IX (a “Claim”), then Buyer (on behalf of the applicable Buyer Indemnified Party) may deliver to the Equityholders’ Representative, a certificate (any Action is commenced or threatened certificate delivered in accordance with the provisions of this Section 9.4(a), a “Claim Certificate”): (i) stating that may give rise to a Buyer Indemnified Party has a claim for indemnification pursuant to this Article IX; (an “Indemnification Claim”ii) setting forth the amount of Damages actually incurred by any Indemnified Party, then such Buyer Indemnified Party or a good faith estimate of the amount of Damages that Buyer reasonably and in good faith believes it will promptly give notice to the Indemnifying Party. Failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to incur (which amount may be the Indemnified Party (or affect the rights amount of the Indemnified Party to indemnification hereunder with respect to such Indemnification Claim), except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnifying Party may elect at any time to assume and thereafter conduct the defense of any Action brought Damages claimed by a third party in a Third-Party Claim); and (iii) specifying in reasonable detail (based upon the information then possessed by Buyer at such time) the material facts known to the Buyer Indemnified Party giving rise to such Claim and including any documentation in possession of such Buyer Indemnified Party supporting the determination of any estimate of indemnifiable Damages; provided, however, that the Claim Certificate may be updated and amended from time-to- time by Buyer in good faith by delivering an updated or amended Claim Certificate to the Equityholders’ Representative, so long as (w) such amendment does not assert new claims for which the Buyer Indemnified Parties right to indemnification has expired under this Article IX, (x) the delivery of the original Claim Certificate is made within the applicable claims period, (y) such update or amendment only asserts in good faith bases for liability reasonably related to the underlying facts and circumstances specifically set forth in such original Claim Certificate and (z) any increase in the estimated amount of Damages is made reasonably and in good faith and accompanied by documentation supporting such increase; provided further, however, that all Claims for Damages properly set forth in the original Claim Certificate or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims period; provided further that the Claim Certificate shall be updated and amended by Buyer by delivering an updated or amended Claim Certificate to the Equityholders’ Representative in the event that Buyer reasonably and in good faith anticipates any decrease in the estimated amount of Damages. Following the delivery of a Claim Certificate, the Equityholders’ Representative and its representatives and agents shall, upon reasonable notice, be given reasonable access during normal business as they may reasonably require to the books and records of the Surviving Corporation and access to such personnel or representatives of the Surviving Corporation and Buyer, including but not limited to the individuals responsible for the matters that are subject of the Claim Certificate, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any such Indemnification matters or inquiries raised in the Claim Certificate; provided, however, that the Equityholders’ Representative shall not unreasonably interfere with counsel any of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party and to settle operations or compromise any such Action; provided that the Indemnifying Party will not approve business activities of the entry of Company. No delay in providing such Claim Certificate (or any judgment, update or enter into any settlement or compromise, without amendment thereto after conducting discovery regarding the underlying facts and circumstances set forth therein) shall affect a Buyer Indemnified Party’s prior rights hereunder, unless (and then only to the extent that) the Equityholders are materially prejudiced thereby in terms of the amount of Damages for which the Equityholders are obligated to indemnify the Buyer Indemnified Parties. (b) At the time of delivery of any Claim Certificate to the Equityholders’ Representative, a duplicate copy of such Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Buyer (on behalf of itself or any other Buyer Indemnified Party). (c) If the Equityholders’ Representative, in good faith objects to any claim made in any Claim Certificate, then the Equityholders’ Representative shall deliver a written approval notice (which must not be unreasonably withheld, conditioned or delayed)a “Claim Dispute Notice”) to Buyer during the 30-day period commencing upon receipt by the Equityholders’ Representative of the Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made in the applicable Claim Certificate. If the Equityholders’ Representative does not deliver a Claim Dispute Notice hereunder prior to the expiration of such 30-day period, then (i) each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Buyer Indemnified Party gives an Indemnifying Party notice for purposes of an Indemnification this Article IX on the terms set forth in the Claim brought by a third party Certificate and (ii) if cash remains in the Indemnity Escrow Fund, then Buyer and the Indemnifying Party does notEquityholders’ Representative shall direct the Escrow Agent to deliver cash from the Indemnity Escrow Fund to Buyer in accordance with this Section 9.4. (d) If a Claim Dispute Notice is properly delivered hereunder, within twenty (20) calendar days after then Buyer and the Equityholders’ Representative shall attempt in good faith to resolve any such notice is givenobjections raised in such Claim Dispute Notice. If Buyer and the Equityholders’ Representative agree to a resolution of such objection, give notice then a memorandum setting forth the matters conclusively determined by Buyer and the Equityholders’ Representative shall be prepared and signed by both parties and, if cash remains in the Indemnity Escrow Fund, promptly delivered to the Indemnified Party of its election Escrow Agent directing the Escrow Agent to assume distribute cash from the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnified Party against which such Action or Actions has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Action or Actions and the Indemnifying Party shall have the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. A claim for any matter not involving a third party may be asserted by written notice to the Person from whom indemnification is sought; provided that any Indemnification Claim in respect of any actual or alleged breach or inaccuracy of representation, warranty, covenant or agreement contained herein must be asserted Indemnity Escrow Fund in accordance with the applicable time terms of such memorandum. (e) If no such resolution can be reached during the 30-day period provided for following receipt of a given Claim Dispute Notice hereunder, then upon the expiration of such 30- day period, either Buyer or the Equityholders’ Representative may bring suit to resolve the objection in accordance with Section 8.110.12 and Section 10.13. The decision of the trial court as to the validity and amount of any claim in such Claim Certificate shall be nonappealable, binding and conclusive upon Buyer, the Equityholders’ Representative and the Equityholders, and Buyer and the Equityholders’ Representative shall promptly direct the Escrow Agent to act in accordance with such decision and distribute cash from the Indemnity Escrow Fund in accordance therewith if the underlying Claim Certificate was delivered by Buyer. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

Claims and Procedures. (a) If at any Action is commenced time prior to the expiration of the applicable survival period set forth in Section 6.01(a), Purchaser or threatened Seller, as applicable, determines in good faith that a Purchaser Indemnified Party or Seller Indemnified Party, as applicable, has a bona fide claim for indemnification pursuant to this Article 6, Purchaser or Seller, as applicable, may give rise deliver to the party obligated to indemnify under this Article 6, whether Purchaser or Seller, as applicable (the “Indemnifying Party”), a certificate signed by any officer of the Indemnified Party (any certificate delivered in accordance with the provisions of this Section 6.05(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnified Party has a claim for indemnification pursuant to this Article 6; (an “Indemnification Claim”ii) by any Indemnified Partyto the extent possible, then containing a good faith non-binding, preliminary estimate of the amount to which such Indemnified Party will promptly give notice claims to be entitled to receive, which shall be the amount of Damages such Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed) the material facts known to the Indemnifying Indemnified Party giving rise to such claim. No delay in providing such Officer’s Claim Certificate prior to the applicable survival period set forth in Section 6.01(a) shall affect an Indemnified Party. Failure ’s rights hereunder, unless (and then only to notify the extent that) the Indemnifying Party will not relieve is materially prejudiced thereby. (b) If the Indemnifying Party in good faith objects to any claim made in any Officer’s Claim Certificate, then the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to Purchaser or Seller, as applicable, during the 45-day period commencing upon receipt by the Indemnifying Party of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any liability that it may have claim made in the Officer’s Claim Certificate. If the Indemnifying Party does not deliver a Claim Dispute Notice prior to the Indemnified Party (or affect the rights of the Indemnified Party to indemnification hereunder with respect to such Indemnification Claim), except to the extent the defense expiration of such Action is materially and irrevocably prejudiced by 45-day period, then each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in the Indemnified Party’s failure to give such notice. An Indemnifying Party may elect at any time to assume and thereafter conduct favor for purposes of this Article 6 on the defense of any Action brought by a third party subject to any such Indemnification terms set forth in the Officer’s Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party and to settle or compromise any such Action; provided that Certificate. (c) If the Indemnifying Party will not approve of the entry of delivers a Claim Dispute Notice, then Purchaser and Seller shall attempt in good faith to resolve any judgment, or enter into any settlement or compromise, without the Indemnified Party’s prior written approval (which must not be unreasonably withheld, conditioned or delayed). If the Indemnified Party gives an Indemnifying Party notice of an Indemnification Claim brought such objections raised by a third party and the Indemnifying Party does not, within twenty (20) calendar days after in such notice is given, give notice Claim Dispute Notice. If Purchaser and Seller agree to the Indemnified Party a resolution of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defenseobjection, then a memorandum setting forth the matters conclusively determined by Purchaser and Seller shall be prepared and signed by both parties and, in the case of a claim by a Purchaser Indemnified Party against which Party. (d) If no such Action resolution can be reached during the 30-day period following Purchaser’s or Actions has been asserted will (Seller’s, as applicable, receipt of a given Claim Dispute Notice, then upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement expiration of such Action 30-day period, either Purchaser or Actions and Seller may bring suit to resolve the Indemnifying Party shall have the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. A claim for any matter not involving a third party may be asserted by written notice to the Person from whom indemnification is sought; provided that any Indemnification Claim in respect of any actual or alleged breach or inaccuracy of representation, warranty, covenant or agreement contained herein must be asserted objection in accordance with the applicable time period provided for in Section 8.1.7.06, Section 7.07

Claims and Procedures. (a) If at any Action is commenced time prior to the Expiration Date, Purchaser or threatened Seller, as applicable, determines in good faith that any Indemnified Party has a bona fide claim for indemnification pursuant to this Article 7, Purchaser or Seller, as applicable (the “Indemnified Party”), may give rise deliver to the other party (the “Indemnifying Party”) a certificate signed by Seller or any officer of Purchaser, as applicable (any certificate delivered in accordance with the provisions of this Section 7.04(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnified Party has a claim for indemnification pursuant to this Article 7; (an “Indemnification Claim”ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; (iii) specifying in reasonable detail (based upon the information then possessed by any the Indemnified Party, then such ) the material facts known to the Indemnified Party will promptly give notice giving rise to such claim; and (iv) no delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnified Party’s rights hereunder, unless (and then only to the extent that) the Indemnifying Party is materially prejudiced thereby. (b) If the Indemnifying Party. Failure , in good faith, objects to notify any claim made by the Indemnified Party in any Officer’s Claim Certificate, then the Indemnifying Party will not relieve shall deliver a written notice (a “Claim Dispute Notice”) to the Indemnified Party during the 30-day period commencing upon receipt by the Indemnifying Party of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any liability that it may have to claim made by the Indemnified Party in the Officer’s Claim Certificate. (or affect c) If the rights of the Indemnified Party to indemnification hereunder with respect to such Indemnification Claim), except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnifying Party may elect at any time to assume and thereafter conduct the defense of any Action brought by delivers a third party subject to any such Indemnification Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to Dispute Notice, then the Indemnified Party and to settle or compromise any such Action; provided that the Indemnifying Party will not approve of shall attempt in good faith to resolve any such objections raised by the entry of any judgment, or enter into any settlement or compromise, without the Indemnified Party’s prior written approval (which must not be unreasonably withheld, conditioned or delayed)Indemnifying Party in such Claim Dispute Notice. If the Indemnified Party gives an Indemnifying Party notice of an Indemnification Claim brought by a third party and the Indemnifying Party does notagree to a resolution of such objection, within twenty (20) calendar days after such notice is given, give notice to then a memorandum setting forth the matters conclusively determined by the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnified Party against which such Action or Actions has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Action or Actions and the Indemnifying Party shall have be prepared and signed by both parties. (d) If no such resolution can be reached during the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by 30-day period following the Indemnified Party. A claim for any ’s receipt of a given Claim Dispute Notice, then upon the expiration of such 30-day period, then the matter not involving a third party may will be asserted by written notice to handled under the Person from whom indemnification is sought; provided that any Indemnification Claim in respect Dispute Resolution provisions of any actual or alleged breach or inaccuracy of representation, warranty, covenant or agreement contained herein must be asserted in accordance with the applicable time period provided for in Section 8.1this Agreement.