Claims Other Than Third Party Claims Sample Clauses

Claims Other Than Third Party Claims. Following receipt from the Vendor or the Purchaser, as the case may be (the “Indemnified Party”), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)), the party who is in receipt of such notice (the “Indemnifying Party”) shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action in a court of law.
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Claims Other Than Third Party Claims. In order for a Seller Indemnified Party, on the one hand, or a Purchaser Indemnified Party, on the other hand, as the case may be (each, an “Indemnified Party”) to be entitled to indemnification pursuant to this Article 8 for a Claim which has not arisen in respect of a Third Party Claim (as defined in Section 8.3(b) below‎), the Indemnified Party shall notify the other Party or Parties from which such indemnification is sought (each, an “Indemnifying Party”) in writing promptly after the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, provided that failure to give such notification shall not affect the indemnification provided hereunder unless (and only to the extent that) the Indemnifying Party shall have been materially prejudiced as a result of such failure. The Indemnifying Party shall have 30 days to make such investigation of the claim as the Indemnifying Party considers desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay or cause to be paid such amount to the Indemnified Party by wire transfer of immediately available funds to a bank account designated in writing by the Indemnified Party.
Claims Other Than Third Party Claims. If the claim does not relate to a third-party claim, the indemnifying persons shall have 30 days after receipt of the claim notice to notify the indemnified party in writing whether the indemnifying persons accept liability for all or any part of the claim and the method and timing of any proposed payment. If the indemnifying persons do not so notify the indemnified party, the indemnifying persons shall be deemed to have accepted liability for all damages described in the claim notice.
Claims Other Than Third Party Claims. (i) Each indemnified party will, with reasonable promptness, deliver to the indemnifying party written notice of all claims for indemnification under Section 7.6, other than Third-Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages, and a good-faith estimate of the amount of Damages. (ii) The indemnifying party will have thirty (30) days after its receipt of the claim notice to notify the indemnified party in writing whether or not the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party will be deemed to accept liability for all the Damages described in the claim notice. (iii) A party’s failure to give timely notice will not constitute a defense (in part or in whole) to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.
Claims Other Than Third Party Claims. In the event any Indemnified Party should have a claim under this ARTICLE 8 against an Indemnifying Party that does not involve a Third Party Claim (as described in Section 8.3(b)), the Indemnified Party shall promptly give written notice and the details thereof, including copies of all relevant information and documents (collectively, an “Indemnity Notice”), to the Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnified Party (the “Claim Notice Period”). The failure by the Indemnified Party to give the Indemnity Notice within the Claim Notice Period shall not impair the Indemnified Party’s rights hereunder except to the extent (and only to the extent) that the Indemnifying Party demonstrates that it has been materially prejudiced thereby.
Claims Other Than Third Party Claims. If the claim does not ------------------------------------ relate to a third-party claim, the indemnifying person shall have 30 days after receipt of the claim notice to notify the indemnified person in writing whether the indemnifying person accepts liability for all or any part of the claim and the method and timing of any proposed payment. If the indemnifying person does not so notify the indemnified party, the indemnifying persons shall be deemed to have accepted liability for all damages described in the claim notice if: (i) the claim notice contains a statement that failure to respond will constitute acceptance of liability; (ii) the indemnified person sends a second claim notice by certified mail giving the indemnifying persons an additional 10 days in which to respond and the indemnifying persons do not deny liability within the 10-day period; and (iii) the indemnified person sends a copy of the second claim notice to the indemnified person"s legal counsel named in this Agreement.
Claims Other Than Third Party Claims. A claim for indemnification for any matter not including a Third Party Claim shall be asserted by written notice to Seller (if the Indemnified Party is a Buyer Indemnified Party) or to Buyer (if the Indemnified Party is a Seller Indemnified Party), as applicable.
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Claims Other Than Third Party Claims. In the case of an indemnification claim other than a third-party claim: (i) If the Indemnitor does not elect to cure the circumstances giving rise to the indemnification claim in accordance with Section 6.3(a), within 30 days after its receipt of a Notice of Claim, the Indemnitor shall provide to the Indemnitee a written response (a "Response Notice") in which the Indemnitor shall: (A) agree that the full Claimed Amount is due to such Indemnitee, (B) agree that a portion, but not all, of the Claimed Amount is due to such Indemnitee or (C) contest that any portion of the Claimed Amount is due to such Indemnitee. (ii) If the Indemnitor in the Response Notice agrees that an amount equal to all or a portion of the Claimed Amount is due to the Indemnitee (the "Agreed Amount"), the Indemnitor shall promptly pay to the Indemnitee the Agreed Amount. (iii) If the Indemnitor in the Response Notice contests an amount equal to all or any portion of the Claimed Amount (the "Contested Amount"), the Indemnitor and Indemnitee shall, within 30 Business Days after the Indemnitee's receipt of the Response Notice, select a mutually acceptable arbitrator and submit the dispute with respect to such Contested Amount for binding and final determination by such arbitrator in accordance with the then-current regulations of the American Arbitration Association. The parties agree that any arbitration shall be conducted by an individual arbitrator, as opposed to a panel consisting of several arbitrators. Judgment upon the award rendered by the arbitrator resulting from such arbitration shall be in writing, and shall be final and binding upon all involved parties. The site of any arbitration shall be within New York, New York. The award may be confirmed and enforced in any court of competent jurisdiction. If the arbitrator determines that an amount equal to all or a portion of the Contested Amount is due to the Indemnitee (the "Award Amount"), the Indemnitor shall promptly pay to the Indemnitee the Award Amount.
Claims Other Than Third Party Claims. Following receipt from any Persons entitled to indemnification under this Agreement, (the “Indemnified Party”), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Section below), the party who is in receipt of such notice (the “Indemnifying Party”) shall have 30 days to make such investigation of the claim as the Indemnifying Party considers desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party such amount. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), then the Indemnified Party and the Indemnifying Party shall be entitled to exercise all rights and remedies available at Law. For greater certainty, the claim procedures provided for in Section 6.03 shall not affect any of the Parties rights under the Security or Article 8.
Claims Other Than Third Party Claims. A claim for indemnification for any matter not involving a Third Party Claim may be asserted by prompt written notice to the party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article IX except to the extent that the indemnifying party can demonstrate actual prejudice to its defenses or counterclaims or otherwise, or increased or aggravated Loss as a result of such failure. A claim under this Article IX for any matter not involving a Third Party Claim may be made by notice to the Stockholder Representative.
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