Common use of Denial of Obligation to Indemnify Clause in Contracts

Denial of Obligation to Indemnify. In case the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Certificate or object to the Indemnified Party’s estimate of the amount of any indemnifiable Damages specified therein, the Indemnifying Party shall, within 30 days after receipt by the Indemnifying Party of such Certificate, deliver to the Indemnified Party (and, if the Indemnifying Party is one or more Members, to the Escrow Agent at the address specified in the Escrow Agreement) a written notice to such effect. The Indemnifying Party and the Indemnified Party shall, within the 30 day period beginning on the date of receipt by the Indemnified Party of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims (including the estimated amount thereof) to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party succeed in reaching agreement with respect to such matters, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement, a true and correct copy shall be delivered to the Escrow Agent by the Indemnified Party. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts within such 30 day period, then either the Indemnified Party or the Indemnifying Party may immediately submit such dispute to arbitration in accordance with Section 11.7. For purposes of this Section 9.4(b), if the Indemnified Party is the Purchaser or Parent, the Indemnifying Party shall mean the Members’ Representative.

Denial of Obligation to Indemnify. In case the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Certificate or written notice and/or object to the Indemnified Party’s estimate of the amount of any an indemnifiable Damages Loss specified therein, the Indemnifying Party shall, within 30 thirty (30) days after receipt by the Indemnifying Party of such Certificatewritten notice, deliver to the Indemnified Party (and, if the Indemnifying Party is one or more MembersSeller, to the Escrow Agent at the address specified in the Escrow AgreementAgent) a written notice to such effect. The Indemnifying Party and the Indemnified Party shall, within the 30 thirty (30) day period beginning on the date of receipt by the Indemnified Party of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims (including and/or the estimated amount thereof) to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party succeed in reaching agreement with respect to such matters, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement, and a true and correct copy shall be delivered to the Escrow Agent by the Indemnified Party. Should If the Indemnified Party and the Indemnifying Party be unable fail to agree as reach an agreement with respect to any particular item or items or amount or amounts within such 30 matters during the relevant thirty (30) day period, then either the Indemnified Party or the Indemnifying Party may immediately submit commence a Proceeding for final determination of such dispute to arbitration in accordance with Section 11.7. For purposes of this Section 9.4(b), if the Indemnified Party is the Purchaser or Parent, the Indemnifying Party shall mean the Members’ Representativematters.

Denial of Obligation to Indemnify. In case the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Certificate or object to the Indemnified Party’s estimate of the amount of any indemnifiable Damages specified thereinCertificate, the Indemnifying Party shall, within 30 15 business days after receipt by the Indemnifying Party of such Certificate, deliver to the Indemnified Party (and, if the Indemnifying Party is one or more Members, the Shareholder and a copy of such Certificate has been delivered to the Escrow Agent at by Buyer pursuant to Section 7.4(a), the address specified in Shareholder shall, concurrently with its delivery to Buyer, deliver to the Escrow Agreement) Agent a written notice stating that the Indemnifying Party objects to the claim and/or claims set forth in the Certificate (or any portion thereof) and specifying in reasonable detail the grounds for such effectobjection. (Upon the Indemnifying Party's dispatch of such notice to the Indemnified Party and, as applicable, the Escrow Agent, the claim to which the Indemnifying Party objects (to the extent of such objection) shall become a "DISPUTED CLAIM".) The Indemnifying Party and the Indemnified Party shall, within the 30 20-day period beginning on the date of receipt by the Indemnified Party of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims (including the estimated amount thereof) to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any such mattersclaims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement, a true and correct copy shall be delivered to the Escrow Agent by the Indemnified Party. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts within such 30 day periodamounts, then either the Indemnified Party or and the Indemnifying Party may shall immediately submit such dispute to arbitration in accordance with Section 11.7. For purposes of this Section 9.4(b), if the Indemnified Party is the Purchaser or Parent, the Indemnifying Party shall mean the Members’ Representativepursuant to Article VIII hereof.