Common use of Procedure For Indemnification with Respect to Non-Third Party Claims Clause in Contracts

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying the nature and amount of the claim asserted (the "Non- Third Party Claim Indemnification Notice"). If the Indemnifying Party, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice"), such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the event, however, that the Indemnifying Party contests the assertion of a claim by giving a Contest Notice to the Indemnified Party within such period, then if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 days after such notice was first given to the Indemnifying Party, such parties may seek any remedy available to them at law or in equity.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the "Non- Third Party Claim Indemnification Notice"next sentence). If the such Indemnifying PartyParties, within 30 days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its their intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the such Indemnifying Party contests Parties contest the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten (10) days after such notice was first given to the Indemnifying Partythereof, such parties may seek any remedy available claim will be submitted to them at law or in equityand settled by arbitration pursuant to Section 7.11 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the "Non- Third Party Claim Indemnification Notice"next sentence). If the such Indemnifying PartyParties, within 30 days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from receipt of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its their intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the such Indemnifying Party contests Parties contest the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten (10) days after such notice was first given to the Indemnifying Partythereof, such parties may seek any remedy available claim will be submitted to them at law or in equityand settled by arbitration pursuant to Section 7.10 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Party. Such written notice shall state that it is being given pursuant to this Section 7.4, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the "Non- Third Party Claim Indemnification Notice"next sentence). If the Indemnifying Party, within 30 60 days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party contests the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties hereto, acting shall act in good faith, cannot faith to reach agreement regarding such claim. In the event that litigation shall arise with respect to any such claim within 60 days after claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such notice was first given to the Indemnifying Party, such parties may seek any remedy available to them at law or in equitylitigation including attorney fees.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party an indemnified party asserts the existence of an Indemnifiable Claim a claim with respect to Losses (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying indemnifying party. Such written notice shall state that it is being given pursuant to this Section 11.4(b), specify the nature and amount of the claim asserted (asserted, and indicate the "Non- Third Party Claim Indemnification Notice"). If the Indemnifying Party, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice"), date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If the indemnifying party, within 30 days after the mailing of notice by such indemnified party, shall not give written notice to such indemnified party announcing its intent to contest such assertion of such indemnified party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party indemnifying party contests the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party such indemnified party within such said period, then the parties shall act in good faith to reach agreement regarding such claim. In the event that litigation shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such litigation including attorney fees, if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten days after such notice was first given to the Indemnifying Party, such parties may seek any remedy available to them at law or in equitynotice.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Identifiable Claim giving rise to Purchaser Damages or Shareholders Damages, as applicable (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Parties. Such written notice shall state that it is being given pursuant to this Section 8.5, specify the nature and amount of the claim Identifiable Claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of Identifiable Claim deemed a valid Identifiable Claim (such date to be established in accordance with the "Non- Third Party Claim Indemnification Notice"next sentence). If the such Indemnifying PartyParties, within 30 60 days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Identifiable Claim. In the event, however, that the such Indemnifying Party contests Parties contest the assertion of a claim an Identifiable Claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten (10) days after such notice was first given to the Indemnifying Partythereof, such parties may seek any remedy available Identifiable Claim will be settled or resolved pursuant to them at law or in equitySection 10.14 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Party. Such written notice shall state that it is being given pursuant to this Section 8.5, specify with particularity the nature and amount of the claim asserted asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the "Non- Third Party Claim Indemnification Notice"next sentence). If the Indemnifying Party, within 30 fifteen (15) days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party contests the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 fifteen days after such notice was first given to notice, then the Indemnifying Party, such parties may seek any remedy available to them at law or claim shall be finally settled by arbitration as set forth in equitySection 11.13 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party an indemnified party asserts the existence of an Indemnifiable Claim a claim with respect to Losses (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying indemnifying party. Such written notice shall state that it is being given pursuant to this Section 6.4(b), specify the nature and amount of the claim asserted (asserted, and indicate the "Non- Third Party Claim Indemnification Notice"). If the Indemnifying Party, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice"), date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If the indemnifying party, within 30 days after the mailing of notice by such indemnified party, shall not give written notice to such indemnified party announcing its intent to contest such assertion of such indemnified party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party indemnifying party contests the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party such indemnified party within such said period, then the parties shall act in good faith to reach agreement regarding such claim. In the event that litigation shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such litigation including attorney fees, if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten days after such notice was first given to the Indemnifying Party, such parties may seek any remedy available to them at law or in equitynotice.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable a Claim giving rise to Losses (but excluding claims Claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Party. Such written notice (the “Claim Notice” and, together with the Notice of Claim, the “Notice”) shall state that it is being given pursuant to this Section 13.5, specify the nature and amount of the claim asserted Claim asserted, provide a reasonably detailed description of the factual basis thereof and indicate the date on which such assertion shall be deemed accepted (such date to be established in accordance with the "Non- Third Party next sentence) and the amount of the Claim Indemnification Notice")if deemed a valid Claim. If the Indemnifying Party, within 30 thirty (30) days (or after the delivery of such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim Claim set forth in such notice shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the event, however, that the Indemnifying Party contests the assertion of a claim Claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties hereto, acting shall act in good faith, faith to reach agreement and settlement regarding such Claim. If the parties cannot reach agreement with respect come to an agreement, then such claim within 60 days after such notice was first given dispute shall be finally determined by arbitration conducted according to the Indemnifying Party, such parties may seek any remedy available to them at law or procedures set forth in equitySection 13.6.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the "Non- Third Party Claim Indemnification Notice"next sentence). If the such Indemnifying PartyParties, within 30 days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its their intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the such Indemnifying Party contests Parties contest the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten (10) days after such notice was first given to the Indemnifying Partythereof, such parties may seek any remedy available claim will be submitted to them at law or in equity.and settled

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party Buyer asserts the existence of an Indemnifiable Claim (but excluding claims giving rise to Damages other than an Indemnifiable Claim resulting from the assertion of liability by third parties)a Third-Party Claim, it shall give prompt written notice to the Indemnifying Party specifying the nature and amount of the claim asserted (the "Non- Third Party Indemnifiable Claim Indemnification Notice")asserted. If the Indemnifying Party, within 30 15 days (or after the receipt of such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim notice by Buyer, has not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give given written notice to the Indemnified Party Buyer announcing its intent intention to contest such assertion of the Indemnified Party (the "Contest Notice")by Buyer, such assertion shall be deemed accepted and the amount of the claim Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the eventIf, however, that the Indemnifying Party contests the assertion of a claim an Indemnifiable Claim by giving a Contest Notice such written notice to the Indemnified Party Buyer within such 15-day period, then if the parties heretoParties, acting in good faith, cannot reach agreement with respect shall attempt to negotiate a resolution of such claim within 60 days after Indemnifiable Claim during the 15-day period following such notice was first given to from the Indemnifying Party, such parties but, if they are unable to do so, then each Party may seek pursue any remedy rights or remedies available to them at law or in equityit.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Party. Such written notice shall state that it is being given pursuant to this Section 4.4, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the "Non- Third Party Claim Indemnification Notice"next sentence). If the Indemnifying Party, within 30 10 days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its their intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party contests the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten (10) days after such notice was first given to the Indemnifying Partythereof, such parties may seek any remedy available claim will be submitted to them at law or in equityand settled by arbitration pursuant to Section 5.10 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that If the Indemnified Party asserts the existence of an Indemnifiable Claim (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying the nature and amount of the claim asserted (the "Non- Third Party Claim Indemnification Notice")asserted. If the Indemnifying Party, within 30 45 days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the eventIf, however, that the Indemnifying Party contests the assertion of a claim by giving a Contest Notice written notice to the Indemnified Party within such that period, then if the parties hereto, acting in good faith, shall attempt to reach agreement with respect to that Indemnifiable Claim within ten days after that notice. If the parties cannot reach agreement with respect to such claim that Indemnifiable Claim within 60 30 days after that notice, any party shall seek to resolve such notice was dispute first given by mediation (not to exceed six months) and then in the Indemnifying Party, such parties may seek any remedy available to them at law or courts identified in equitySection 7.14.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party Purchaser, Ultratech or any Affiliate asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Seller. Such written notice shall state that it is being given pursuant to this Section 10.4, specify the nature and amount of the claim asserted (and indicate the "Non- Third Party Claim Indemnification Notice"). If the Indemnifying Party, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice"), date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If Seller, within sixty (60) days after the mailing of notice by Purchaser or Ultratech, shall not give written notice to Purchaser and Ultratech announcing its intent to contest such assertion of Purchaser or Ultratech, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party Seller contests the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party Purchaser and Ultratech within such said period, then the parties shall act in good faith to reach agreement regarding such claim. In the event that arbitration shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such arbitration including reasonable attorneys' fees, if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten (10) days after such notice was first given to the Indemnifying Party, such parties may seek any remedy available to them at law or in equitynotice.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Party. Such written notice shall state that it is being given pursuant to this Section 8.5, specify with particularity the nature and amount of the claim asserted asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the "Non- Third next sentence); provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party Claim Indemnification Notice")before the later of November 30,2000 or the termination, pursuant to Section 8.1(a) hereof, of the representation and warranties upon which such Indemnifiable Claim(s) are based. If the Indemnifying Party, within 30 60 days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party contests the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties hereto, acting shall act in good faith, cannot faith to reach agreement with respect to regarding such claim within 60 days after such notice was first given to the Indemnifying Party, such parties may seek any remedy available to them at law or in equityclaim.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the any Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Parties. Such written notice shall state that it is being given pursuant to this Section 8.4, specify the nature and amount of the claim asserted (and indicate the "Non- Third Party Claim Indemnification Notice"). If the Indemnifying Party, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice"), date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Parties, within 90 days after the mailing of notice by such Indemnified Party, shall not give written notice to such Indemnified Party announcing its intent to contest such assertion of such Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the such Indemnifying Party contests Parties contest the assertion of a claim by giving a Contest Notice such written notice to the such Indemnified Party within such said period, then if the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten (10) days after such notice was first given to the Indemnifying Partythereof, such parties may seek any remedy available claim will be submitted to them at law or in equityand settled by arbitration pursuant to Section 10.11 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the an Indemnified Party Person asserts the existence of an Indemnifiable Claim a claim giving rise to a Damage (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Nasan, its affiliates and Com21 Israel. Such written notice shall state that it is being given pursuant to this Section 6.4, specify the nature and amount of the claim asserted (asserted, and indicate the "Non- Third Party Claim Indemnification Notice"). If the Indemnifying Party, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice"), date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If Nasan, its affiliates or Com21 Israel, within 30 days after the receipt of notice by such Indemnified Person, shall not give written notice to such Indemnified Person announcing its intent to contest such assertion of such Indemnified Person, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party Nasan, its affiliates or Com21 Israel contests the assertion of a claim by giving a Contest Notice such written notice to the such Indemnified Party Person within such said period, then the parties shall act in good faith to reach agreement regarding such claim. In the event that arbitration or litigation shall arise with respect to any such claim, the prevailing party in such arbitration or litigation shall be entitled to reimbursement of costs and expenses incurred in connection with such arbitration or litigation including attorney fees, if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 thirty (30) days after such notice was first given to the Indemnifying Party, such parties may seek any remedy available to them at law or in equitynotice.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Party. Such written notice shall state that it is being given pursuant to this Section 8.5, specify with particularity the nature and amount of the claim asserted asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the "Non- Third Party Claim Indemnification Notice"next sentence). If the Indemnifying Party, within 30 sixty (60) days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, then such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party contests the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties hereto, acting shall act in good faith, cannot faith to reach agreement with respect to regarding such claim within 60 days after such notice was first given to the Indemnifying Party, such parties may seek any remedy available to them at law or in equityclaim.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.4, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the "Non- Third Party Claim Indemnification Notice"next sentence). If the such Indemnifying PartyParties, within 30 ten (10) days (or such greater time as may be necessary for after the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its their intent to contest such assertion of the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the such Indemnifying Party contests Parties contest the assertion of a claim by giving a Contest Notice such written notice to the Indemnified Party within such said period, then if the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 ten (10) days after such notice was first given to the Indemnifying Partythereof, such parties may seek any remedy available claim will be submitted to them at law or in equityand settled by arbitration pursuant to Section 7.10 hereof.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that (a) If the Indemnified Party asserts the existence of an Indemnifiable Claim giving rise to Damages (but excluding claims Indemnifiable Claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying specifying, with reasonable detail, the nature and amount of the claim Indemnifiable Claim asserted (the "Non- Third Party also, a “Claim Indemnification Notice"”). If the Indemnifying Party, within 30 20 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party such Claim Indemnification Notice from the Indemnified PartyNotice, shall has not give given written notice to the Indemnified Party announcing its intent to contest such assertion of by the Indemnified Party (the "Contest Notice")Party, such assertion shall be deemed accepted and the amount of the claim Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claim. In the event, however, that . (b) If the Indemnifying Party contests the assertion of a claim an Indemnifiable Claim by giving a Contest Notice such written notice to the Indemnified Party within such 20-day period, then if the parties hereto, acting shall negotiate in good faith, cannot reach agreement with respect faith to such claim resolve the Indemnifiable Claim. If the parties are unable to resolve the Indemnifiable Claim within 60 days after such notice was first given to the Indemnifying PartyParty delivers such notice, such parties may seek any remedy then either party shall be entitled to pursue all available remedies to them at law or in equityprosecute the Indemnifiable Claim.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the an Indemnified Party Person asserts the existence of an Indemnifiable Claim a claim giving rise to a Damage (but excluding claims resulting from the assertion of liability by third parties), it shall give prompt written notice to the Indemnifying Party specifying Parent. Such written notice shall state that it is being given pursuant to this Section 8.5, specify the nature and amount of the claim asserted (asserted, and indicate the "Non- Third Party Claim Indemnification Notice"). If the Indemnifying Party, within 30 days (or such greater time as may be necessary for the Indemnifying Party to investigate such Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party Claim Indemnification Notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party (the "Contest Notice"), date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If the Parent, within 30 days after the receipt of notice by such Indemnified Person, shall not give written notice to such Indemnified Person announcing its intent to contest such assertion of such Indemnified Person, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid Indemnifiable Claim. During the time period set forth in the preceding sentence, the Indemnified Party shall cooperate fully with the Indemnifying Party in respect of such Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party Parent contests the assertion of a claim by giving a Contest Notice such written notice to the such Indemnified Party Person within such said period, then the parties shall act in good faith to reach agreement regarding such claim. In the event that arbitration or litigation shall arise with respect to any such claim, the prevailing party in such arbitration or litigation shall be entitled to reimbursement of costs and expenses incurred in connection with such arbitration or litigation including attorney fees, if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 thirty (30) days after such notice was first given to the Indemnifying Party, such parties may seek any remedy available to them at law or in equitynotice.