Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall not relieve the Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has been actually prejudiced by such failure. If the Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes such claim, such claim specified by the Shareholder in such notice shall be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability with respect to such claim in a timely manner, Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Principal Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Principal Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Principal Shareholder shall not relieve the Principal Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Company has been actually prejudiced by such failure. If the Principal Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Principal Shareholder disputes such claim, such claim specified by the Principal Shareholder in such notice shall be conclusively deemed a liability of the Principal Shareholder under this Article VII and the Principal Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Principal Shareholder disputes its dispute their liability with respect to such claim in a timely manner, the Principal Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder Es3 and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnitor under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnitor in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnitor shall not relieve the Shareholder Indemnitor from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnitor has been actually prejudiced by such failure. If the Shareholder Indemnitor does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnitor disputes such claim, such claim specified by the Shareholder Indemnitor in such notice shall be conclusively deemed a liability of the Shareholder Indemnitor under this Article VII and the Shareholder Indemnitor 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnitor disputes its liability with respect to such claim in a timely manner, Shareholder the Indemnitor and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.98.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder WESTERN Shareholders under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder WESTERN Shareholders in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder WESTERN Shareholders shall not relieve the Shareholder WESTERN Shareholders from any liability that it they may have to such Indemnified Party, except to the extent that the Shareholder SOOUM has been actually prejudiced by such failure. If the Shareholder does WESTERN Shareholders do not notify the Indemnified Party within fifteen (15) Business Days business days following its receipt of such notice that the Shareholder disputes WESTERN Shareholders dispute such claim, such claim specified by the Shareholder WESTERN Shareholders in such notice shall be conclusively deemed a liability of the Shareholder WESTERN Shareholders under this Article VII VI and the Shareholder WESTERN Shareholders 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its WESTERN Shareholders dispute that liability with respect to such claim in a timely manner, Shareholder SOOUM and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9arbitration.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has Indemnifying Party have been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days business days following its receipt of such notice that the Shareholder disputes Indemnifying Party dispute such claim, such claim specified by the Shareholder Indemnified Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII Section 6 and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9dispute.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder Sugarmade and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration resolved pursuant to Section 9.910.10.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder EntertainmentXpress and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration resolved pursuant to Section 9.910.10.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Principal Shareholders under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Principal Shareholders in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Principal Shareholders shall not relieve the Shareholder Principal Shareholders from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has Principal Shareholders have been actually prejudiced by such failure. If the Shareholder does Principal Shareholders do not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Principal Shareholders disputes such claim, such claim specified by the Shareholder Principal Shareholders in such notice shall be conclusively deemed a liability of the Shareholder Principal Shareholders under this Article VII and the Shareholder Principal Shareholders 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its Principal Shareholders dispute their liability with respect to such claim in a timely manner, Shareholder the Principal Shareholders and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Company under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Company in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Company shall not relieve the Shareholder Company from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Company has been actually prejudiced by such failure. If the Shareholder Company does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Company disputes such claim, such claim specified by the Shareholder Company in such notice shall be conclusively deemed a liability of the Shareholder Company under this Article VII and the Shareholder Company 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Company disputes its liability with respect to such claim in a timely manner, Shareholder the Company and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will deliver a Claims Notice to the event Indemnitor promptly upon its discovery of any Indemnified Party should have an indemnification claim against matter for which the Shareholder under this Agreement Indemnitor may be liable to the Indemnitee hereunder that does not involve a claim by a third party, Third Party Claim; provided that failure to promptly give such notification will not affect the Indemnified Party shall promptly deliver notice of such claim to the Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall not relieve the Shareholder from any liability that it may have to such Indemnified Party, indemnification provided hereunder except to the extent that such failure to give such notification results in (a) the Shareholder has been actually prejudiced by such failure. If the Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes such claim, such claim specified forfeiture by the Shareholder in such notice shall be conclusively deemed a liability Indemnitor of the Shareholder under this Article VII rights and the Shareholder shall pay the amount of such liability defenses otherwise available to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability Indemnitor with respect to such claim or (b) prejudice to the Indemnitor with respect to such claim. The Indemnitee and the Indemnitor shall reasonably cooperate with each other in a timely mannergood faith (i) in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters and (ii) to settle (without an obligation to settle) such claim for indemnification. If the Indemnitor and the Indemnitee do not settle such dispute within thirty (30) days after the Indemnifying Party’s receipt of the Notice of Loss, Shareholder the Indemnifying Party and the Indemnified Party shall proceed in good faith be entitled to negotiate a resolution seek enforcement of such dispute andtheir respective rights under Section 7.7(f) or this Article 8, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9as the case may be.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder FREGAT and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder SoOum Shareholders under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder SoOum Shareholders in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder SoOum Shareholders shall not relieve the Shareholder SoOum Shareholders from any liability that it they may have to such Indemnified Party, except to the extent that the Shareholder SoOum has been actually prejudiced by such failure. If the Shareholder does SoOum Shareholders do not notify the Indemnified Party within fifteen (15) Business Days business days following its receipt of such notice that the Shareholder disputes SoOum Shareholders dispute such claim, such claim specified by the Shareholder SoOum Shareholders in such notice shall be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder SoOum Shareholders 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder SoOum Shareholders disputes its that liability with respect to such claim in a timely manner, Shareholder SoOum and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.99.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Principal Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Principal Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Principal Shareholder shall not relieve the Principal Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Principal Shareholder has been actually prejudiced by such failure; provided, however, that in no event shall such failure extend the period in which a claim for indemnification can be made by an Indemnified Party hereunder. If the Principal Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Principal Shareholder disputes such claim, such claim specified by the Principal Shareholder in such notice shall be conclusively deemed a liability of the Principal Shareholder under this Article VII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determinedVII. If the Principal Shareholder disputes its their liability with respect to such claim in a timely manner, the Principal Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Principal Interest Holder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Principal Interest Holder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Principal Interest Holder shall not relieve the Shareholder Principal Interest Holder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Company has been actually prejudiced by such failure. If the Shareholder Principal Interest Holder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Principal Interest Holder disputes such claim, such claim specified by the Shareholder Principal Interest Holder in such notice shall be conclusively deemed a liability of the Shareholder Principal Interest Holder under this Article VII and the Shareholder Principal Interest Holder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Principal Interest Holder disputes its liability with respect to such claim in a timely manner, Shareholder the Company and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.99.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder CSOR Liquidation under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder CSOR Liquidation in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder CSOR Liquidation shall not relieve the Shareholder CSOR Liquidation from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder CSOR Liquidation has been actually prejudiced by such failure. If the Shareholder CSOR Liquidation does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder CSOR Liquidation disputes such claim, such claim specified by the Shareholder CSOR Liquidation in such notice shall be conclusively deemed a liability of the Shareholder CSOR Liquidation under this Article VII and the Shareholder CSOR Liquidation 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder CSOR Liquidation disputes its liability with respect to such claim in a timely manner, Shareholder CSOR Liquidation and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Shareholders under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Shareholders in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Shareholders shall not relieve the Shareholder Shareholders from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has Shareholders have been actually prejudiced by such failure. If the Shareholder does Shareholders do not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes Shareholders dispute such claim, such claim specified by the Shareholder Shareholders in such notice shall be conclusively deemed a liability of the Shareholder Shareholders under this Article VII and the Shareholder Shareholders 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its Shareholders dispute their liability with respect to such claim in a timely manner, Shareholder the Shareholders and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder STSN and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder BP Acquisition under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder BP Acquisition in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder BP Acquisition shall not relieve the Shareholder BP Acquisition from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder BP Acquisition has been actually prejudiced by such failure. If the Shareholder BP Acquisition does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder BP Acquisition disputes such claim, such claim specified by the Shareholder BP Acquisition in such notice shall be conclusively deemed a liability of the Shareholder BP Acquisition under this Article VII and the Shareholder BP Acquisition 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder BP Acquisition disputes its liability with respect to such claim in a timely manner, Shareholder BP Acquisition and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification of a claim against the Shareholder under this Agreement that does not involve a claim by a third partyThird Party Claim being asserted against it, the Indemnified Party shall promptly deliver notice send a Notice of Claim (a) if the Indemnified Party is a Buyer Indemnitee, to Sellers’ Representative or (ii) if the Indemnified Party is a Seller Indemnitee, to the Buyers. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such claim to Losses) and a description of the Shareholder in writing and in reasonable detailbasis for such claim. The failure by any Indemnifying Party will have thirty (30) days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnified Party to so notify in determining the Shareholder shall not relieve validity of the Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has been actually prejudiced by such failureclaim for indemnity. If the Shareholder Indemnifying Party does not notify give notice to the Indemnified Party that it disputes such claim within fifteen thirty (1530) Business Days following calendar days after its receipt of such notice that the Shareholder disputes such claimNotice of Claim, such the claim specified by the Shareholder in such notice shall Notice of Claim will be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder shall pay the amount of such liability Loss subject to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability with respect to such claim in a timely manner, Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9indemnification hereunder.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Parties under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Parties in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Parties shall not relieve the Shareholder Indemnifying Parties from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has Indemnifying Parties have been actually prejudiced by such failure. If the Shareholder does Indemnifying Parties do not notify the Indemnified Party within fifteen (15) Business Days business days following its receipt of such notice that the Shareholder disputes Indemnifying Parties dispute such claim, such claim specified by the Shareholder Indemnified Parties in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Parties under this Article VII VIII and the Shareholder Indemnifying Parties 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its Indemnifying Parties dispute his or her liability with respect to such claim in a timely manner, Shareholder the Indemnifying Parties and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9a court of law.