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 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 Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claim. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have been actually materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such Claim in a timely manner, 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 a court of law.

Indemnification Procedures for Non-Third Party Claims. In (a) Except with respect to claims of Buyer regarding any Pre-Closing Environmental Liability or claims for a breach of the representation and warranty in Section 4.22 (Environmental), in the event any Indemnified Party should have an indemnification of a claim against the Indemnifying Party under this Agreement that does not involve a claim by a third partyThird Party Claim being asserted against it, the Indemnified Indemnitee shall send a Notice of Claim to the Indemnitor. 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 Losses) and a description of the basis for such claim. The Indemnitor will have 30 days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnitor does not give notice to the Indemnitee that it disputes such claim within 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. (b) With respect to any claim of Buyer that does not involve a Third Party Claim but relates to any Pre-Closing Environmental Liability or a breach of the representation and warranty in Section 4.22 (Environmental) under this Article X (“Environmental Claim”), Buyer shall promptly deliver provide written notice of any Environmental Claim (along with sufficient detail on the nature and extent of the claim) to Seller within 20 Business Days of Buyer becoming aware of any such Environmental Claim. Seller shall have 20 Business Days after the receipt of any Environmental Claim notice from Buyer to either (i) dispute the validity of the claim or (ii) agree to the Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate accept responsibility for the claim. The failure by In the event that Seller agrees to accept responsibility for any Indemnified Party Environmental Claim, Seller, at its sole discretion, can elect to so notify the Indemnifying Party shall not relieve the Indemnifying Party from take control over any liability remedy or corrective action that it may have be required with respect to such Indemnified Party, except claim. Buyer shall have a right of reasonable participation in any remedy or corrective action performed by Seller under this Section 10.5(b). Buyer shall only be entitled to indemnification for any Environmental Claim under Section 10.2 to the extent that Indemnifying Party have been actually materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability remedy or corrective action of the Indemnifying Party Environmental Claim is required by any Environmental Laws or if Buyer is required by a final order or judgment to pay any damages arising under this Article X and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such Claim in a timely manner, 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 a court of lawapplicable Environmental Law.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification of a claim against the Indemnifying Party under this Agreement that does not involve a claim by a third partyThird Party Claim being asserted against it, the Indemnified Party shall send a Notice of Claim promptly deliver notice after discovery of the basis for such claim to the Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by (i) if the Indemnified Party is a Parent Indemnitee, to substantiate Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The failure by any Indemnifying Party and Indemnified Party shall reasonably cooperate to so notify determine the validity of the claim for indemnity and the Indemnifying Party shall not relieve have sixty (60) days from receipt of such Notice of Claim to dispute the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have been actually materially prejudiced by such failureclaim. If the Indemnifying Party does not notify give notice to the Indemnified Party that it disputes such claim within fifteen sixty (1560) Business Days following calendar days after its receipt of such notice that the Indemnifying Party dispute such claimNotice of Claim, such the claim specified by the Indemnified Party in such notice shall Notice of Claim will be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of such liability Loss subject to the Indemnified Party on demand, or in indemnification hereunder. In the case of any notice in which a disputed claim, the amount parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is estimatednot resolved within sixty (60) days after the dispute notice is given, on such later date when the amount Indemnified Party may seek arbitration of such claim is finally determinedclaim. If the Indemnifying Party disputes its liability with respect does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such Claim indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in a timely manner, 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 a court of lawaccordance with Section 11.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have of a claim by an indemnification claim against the Indemnifying Party under this Agreement Indemnitee on account of a Loss that does not involve a claim by Third-Party Claim being asserted against the Indemnitee (a third party“Direct Claim”), the Indemnified Party Indemnitee shall promptly deliver notice send a Notice of Claim of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after the Indemnitee becomes aware of such claim to the Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claimDirect Claim. The failure by any Indemnified Party to so notify the Indemnifying Party give such prompt written notice shall not not, however, relieve the Indemnifying Party from any liability that it may have to such Indemnified PartyIndemnitor of its indemnification obligations, except and only to the extent that Indemnifying Party have been actually materially prejudiced the Indemnitor forfeits rights or defenses by reason of such failure. If Such Notice of Claim by the Indemnifying Party does not notify Indemnitee shall describe the Indemnified Party within fifteen Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor shall have thirty (1530) Business Days following days after its receipt of such notice that Notice of Claim to respond in writing to such Direct Claim. The Indemnitee shall allow the Indemnifying Party dispute Indemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, such claim specified by in which case the Indemnified Party in such notice Indemnitee shall be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of free to pursue such liability remedies as may be available to the Indemnified Party Indemnitee on demand, or in the case terms and subject to the provisions 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 Indemnifying Party disputes its liability with respect to such Claim in a timely manner, 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 a court of lawthis Agreement.

Indemnification Procedures for Non-Third Party Claims. In the event any The Indemnified Party should have an indemnification claim against shall deliver written notice to the Indemnifying Party under this Agreement promptly upon its discovery of any matter for which the Indemnifying Party may be liable to the Indemnified Party hereunder that does not involve a Third Party Claim (a “Non-Third Party Claim”), which written notice shall also (a) state in reasonable detail the facts and circumstances related to such Loss and the nature of the misrepresentation, breach of warranty or claim by a third partyto which such Loss is related, (b) that the Indemnified Party has paid or properly accrued Losses or reasonably expects that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement (and, to the extent known or reasonably calculable, the Indemnified Party’s good faith estimate of the amount of its Losses) and (c) the date such item was paid or accrued. The Indemnified Party shall promptly deliver notice of such claim to reasonably cooperate and assist the Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to determining the Indemnifying Party the information relied upon validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include retaining and providing the Representative and its representatives, upon reasonable advance notice and during regular business hours, with reasonable access to substantiate (y) all books, records and other documents (including work papers, memoranda, financial statements, Tax Returns, Tax schedules and work papers, Tax rulings, and other determinations, etc.) relating to or containing information relevant to such claim in their possession and (z) the claimPurchaser’s and the Company’s employees, accountants and other professional advisors (including making the Company’s chief financial officer, accountants and attorneys available to respond to reasonable written or oral inquiries of the Representative and its representatives). The failure by any Indemnified Party to so notify the Representative shall act on behalf of all Sellers as Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have been actually materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or Parties 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 Indemnifying all Non-Third Party disputes its liability Claims with respect to such Claim in which a timely manner, the Indemnifying Party and the Purchaser Indemnified Party shall proceed in good faith is seeking indemnification pursuant to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to a court of lawSection 11.02(a) or Section 13.05(a).

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will deliver a Claim Notice to the event Indemnitor promptly upon its discovery of any Indemnified Party should have an indemnification claim against matter for which the Indemnifying Party under this Agreement Indemnitor may be liable to the Indemnitee hereunder that does not involve a claim by Third Party Claim (a third party“Direct Claim”) provided that the failure to provide such prompt written notice shall not, the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Party in writing and in reasonable detail and shall cooperate withhowever, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claim. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified PartyIndemnitor of its indemnification obligations, except and only to the extent that Indemnifying Party have the Indemnitor has been actually materially prejudiced by such failure. Such a Claim Notice will describe the Direct Claim in reasonable detail and indicate the estimated amount of Losses (if estimable) that have been or may be sustained by the Indemnitee. The Indemnitor will have a period of thirty (30) days within which to respond in writing to such Direct Claim. If the Indemnifying Party Indemnitor does not notify so respond within such thirty (30) day period, the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute Indemnitor will be deemed to have accepted such claim, in which event the Indemnitee shall be free to pursue such claim specified remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement. If an objection is timely interposed by the Indemnified Party Indemnitor, then the Indemnitee and the Indemnitor shall discuss such objection in good faith for a period of thirty (30) days from the date the Indemnitee receives such notice objection (such period, or such longer period as agreed in writing by the Parties, is hereinafter referred to as the “Discussion Period”), and all such discussions (unless otherwise agreed by the Indemnitee and the Indemnitor) shall be conclusively deemed governed by applicable Law and shall be conducted on a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determinedstrictly without prejudice basis. If the Indemnifying Party disputes its liability with respect Direct Claim that is the subject of the Claim Notice has not been resolved prior to such Claim in a timely mannerthe expiration of the Discussion Period, the Indemnifying Party Indemnitor and the Indemnified Party shall proceed in good faith to negotiate a Indemnitee may submit the dispute for resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to a court of lawcompetent jurisdiction and each will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the 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 Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claim. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have been actually materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such Claim claim in a timely manner, 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 a court of law.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the 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 Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claimdetail. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Indemnifying Party have has been actually materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute disputes such claim, such claim specified by the Indemnified Indemnifying Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article X VII and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such Claim claim in a timely manner, 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 a court of lawarbitration pursuant to Section 9.9.

Indemnification Procedures for Non-Third Party Claims. (a) In the event any Indemnified Party should have an indemnification of a claim against the Indemnifying Party under this Agreement that does not involve a claim by a third partyThird-Party Claim being asserted against him, her or it, the Indemnified Party Indemnitee shall promptly deliver notice send a Notice of Claim to the Indemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, a good faith estimate of the amount of claimed Losses (which estimate shall not be conclusive of the final amount of such claim to the Indemnifying Party in writing Losses) and a description in reasonable detail and shall cooperate with, answers questions and make available to of the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the basis for such claim. The failure by any Indemnified Party Indemnitor will have 30 days from receipt of such Notice of Claim to so notify dispute the Indemnifying Party claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnification. During such 30-day period, the Indemnitee shall not relieve allow the Indemnifying Party from any liability that it may have Indemnitor and its professional advisors to such Indemnified Party, except investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent that Indemnifying Party have been actually materially prejudiced by any amount is payable in respect of the claim and the Indemnitee shall provide such failureinformation, documentation and access to its senior level employees with respect thereto, as the Indemnitor or any of its professional advisors may reasonably request. If the Indemnifying Party Indemnitor does not notify give written notice to the Indemnified Party Indemnitee that it disputes such claim within fifteen (15) Business Days following 30 days after its receipt of such notice that the Indemnifying Party dispute such claimNotice of Claim, such the claim specified by the Indemnified Party in such notice shall Notice of Claim will be conclusively deemed a liability Loss subject to indemnification hereunder (and the limits set forth herein). Notwithstanding the foregoing, Sellers’ Representative shall act on behalf of the Indemnifying Party Sellers for the purposes of this Section 12.06 and any actions taken (or not taken) by Sellers’ Representative on behalf of any Seller(s) shall be binding on such Seller(s) as an Indemnitor or Indemnitee, as the case may be, hereunder. All notices to any Seller under this Article X Section 12.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such notice to any specific Seller. (b) In the event that (i) any pending claim for indemnification pursuant to Section 12.06(a) has not been resolved by the later of (A) the 24-month anniversary of the date of this Agreement and (B) 90 days after the Indemnifying Party shall pay the amount of such liability to the Indemnified Party date on demand, or in the case of any notice in which the amount of Losses sought to be indemnified pursuant to such pending claim are reasonably known and determinable (the claim is estimated, on such later date when the amount “Outside Indemnification Date”) and (ii) Buyer has not commenced a cause of such claim is finally determined. If the Indemnifying Party disputes its liability action in court with respect to such Claim pending claim in accordance with Section 12.05 (whether before, on or after the Outside Indemnification Date), Sellers’ Representative shall have the right (but not the obligation) pursuant to the procedures set forth in this Section 12.06(b) to seek an expedited determination of whether a timely mannerbreach of any representation, warranty, covenant or agreement has occurred or is continuing and/or the effect of such breach on the obligations of the indemnifying party (including the amount of the Losses, if any, associated therewith) and/or the rights of the indemnified party hereunder. At Sellers’ Representative’s written election, the Indemnifying Party parties shall submit such dispute or controversy to binding arbitration in Wilmington, Delaware under the then effective JAMS’ Streamlined Arbitration Rules and Procedures (the “JAMS Rules”); each party shall bear its own costs and shall pay one-half of the fees and expenses of the Arbitrator in connection with any such arbitration. Such arbitration shall be initiated by written notice by Sellers’ Representative to Buyer and delivery to JAMS pursuant to the JAMS Rules. Buyer and Sellers’ Representative each shall select one independent arbitrator expert in the subject matter of the dispute, as determined in the sole discretion of the selecting party. Such arbitrators shall select a third independent arbitrator expert in the subject matter of the dispute, as determined in the sole discretion of the initial two arbitrators, and the Indemnified Party three arbitrators so selected shall proceed resolve the matter according to the procedures set forth in good faith to negotiate a resolution of such dispute andthis Section 12.06(b) (collectively, if not resolved through negotiations, such dispute the “Arbitrator”). The arbitration determination shall be submitted in writing and shall specify the factual and legal basis for the determination. The determination rendered by the Arbitrator shall be final and binding. It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. The Arbitrator shall use commercially reasonable efforts to issue a final determination within a period of twenty (20) Business Days after closure of the proceedings. Failure of the Arbitrator to meet the time limits of this Section 12.06(b) shall not be a basis for challenging the determination. Judgment on the Arbitrator’s determination may be entered in any court of law.having jurisdiction. This clause shall not preclude parties from seeking provisional

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification of a claim against the Indemnifying Party under this Agreement that does not involve a claim by a third partyThird-Party Claim being asserted against it, the Indemnified Party shall send a Notice of Claim promptly deliver notice after discovery of the basis for such claim to the Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by (i) if the Indemnified Party is a Parent Indemnitee, to substantiate Equityholder Representative or (ii) if the Indemnified Party is a Shareholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The failure by any Indemnifying Party and Indemnified Party shall reasonably cooperate to so notify determine the validity of the claim for indemnity and the Indemnifying Party shall not relieve have sixty (60) days from receipt of such Notice of Claim to dispute the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have been actually materially prejudiced by such failureclaim. If the Indemnifying Party does not notify give notice to the Indemnified Party that it disputes such claim within fifteen sixty (1560) Business Days following calendar days after its receipt of such notice that the Indemnifying Party dispute such claimNotice of Claim, such the claim specified by the Indemnified Party in such notice shall Notice of Claim will be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of such liability Loss subject to the Indemnified Party on demand, or in indemnification hereunder. In the case of any notice in which a disputed claim, the amount parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is estimatednot resolved within sixty (60) calendar days after the dispute notice is given, on such later date when the amount Indemnified Party may seek arbitration of such claim is finally determinedclaim. If the Indemnifying Party disputes its liability with respect does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such Claim indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the Arbiter in a timely manner, 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 a court of lawaccordance with Section 11.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Indemnifying Party Seller 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 Indemnifying Party Seller in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claimdetail. The failure by any Indemnified Party to so notify the Indemnifying Party Seller shall not relieve the Indemnifying Party Seller from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have Seller has been actually materially prejudiced by such failure. If the Indemnifying Party Seller does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute Seller disputes such claim, : (i) such claim specified by the Indemnified Party Seller in such notice shall be conclusively deemed a liability of the Indemnifying Party Seller under this Article X VII and the Indemnifying Party Seller 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 full amount of such claim is finally determined; and (ii) in the event Seller shall fail to pay the amount of such liability to the Indemnified Party in accordance with the immediately preceding clause (i) (the difference between the amount owed by Seller under this Article VII and the amount paid by Seller under this Article VII, being the "Shortfall"), the Indemnified Party shall have the right to set-off against its obligations to Seller under Section 5.12 hereof, an amount equal to the Shortfall; provided; however, such right of set-off shall be in addition to, and not in lieu of, any other rights or remedies which may be available to the Indemnified Party at law or in EQUITY. In the event the Indemnified Party elects to assert the foregoing set-off right, Seller shall execute any and all agreements or documents necessary or desirable to release the Company from its indemnity obligations under Section 5.12 hereof in an amount equal to the Shortfall and to become solely liable for payment of Credit Card Debt in an amount equal to such Shortfall. If the Indemnifying Party Seller disputes its liability with respect to such Claim claim in a timely manner, the Indemnifying Party Seller 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 a court of lawarbitration pursuant to Section 9.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the 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 Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claim. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have been actually materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article X IX and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such Claim claim in a timely manner, 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 a court of law.

Indemnification Procedures for Non-Third Party Claims. In the event any The Indemnified Party should have an indemnification claim against will notify the Indemnifying Party in writing promptly of its discovery of any matter subject to indemnification under this Agreement Article 6 that does not involve a claim by a third partyThird Party Claim, such notice to contain the information set forth in the following sentence. The Notice of Claim shall (i) state that the Indemnified Party shall promptly deliver notice of has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such claim Indemnified Party is entitled to the Indemnifying Party in writing indemnification pursuant to this Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and, in the case of Buyer Indemnified Parties, the nature of the indemnified claim to which each such item is related and shall cooperate with, answers questions and make available the computation of the amount to the Indemnifying Party the information relied upon by the which such Indemnified Party claims to substantiate the claim. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have been actually materially prejudiced by such failurebe entitled hereunder. If the Indemnifying Party does not notify acknowledge in writing its obligation to indemnify the Indemnified Party with respect to such Losses within fifteen (15) Business Days following 30 days after its receipt of such notice that the Notice of Claim, the Indemnifying Party dispute will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to it under this Agreement. The Indemnified Party will use commercially reasonable efforts to minimize Losses from such claims and will act in good faith in responding to or otherwise dealing with such claims. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim specified for indemnity by the Indemnified Party and in otherwise resolving such notice shall be conclusively deemed a liability matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party under this Article X investigation, defense and the Indemnifying Party shall pay the amount resolution 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 Indemnifying Party disputes its liability matters and providing legal and business assistance with respect to such Claim in a timely manner, 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 a court of lawmatters.