Determination Procedure. With respect to indemnification Claims between the parties, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. With respect to indemnification Claims relating to the Claims of third parties, the Indemnifying Party shall have a reasonable period, given the nature of the third party Claim and any response time required by such third party, to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Indemnified Party to substantiate the Claim, as well as any other information bearing thereon reasonably requested by the Indemnifying Party. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such investigation period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, then the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the Claim, subject to the limitations in Section 11.06. If the Indemnified Party and the Indemnifying Party do not agree within thirty (30) days from the date of a Claim hereunder (or any mutually agreed upon extension thereof, including subsequent to the final determination of a third-party indemnification Claim), then the Indemnified Party and the Indemnifying Party shall attempt to resolve such disputes pursuant to the mediation procedures set forth in Article 15.
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Samples: Asset Purchase Agreement (Gateway Inc), Asset Purchase Agreement (MPC Corp)
Determination Procedure. With respect to indemnification Claims between the parties, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have thirty (30) 30 days to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. With respect to indemnification Claims relating to the Claims of third parties, the Indemnifying Party shall have a reasonable period, given the nature of the third third-party Claim and any response time required by such third party, to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Indemnified Party to substantiate the Claim, as well as any other information bearing thereon reasonably requested by the Indemnifying Party. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such investigation period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, then the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the Claim; provided, subject however, that if the Indemnifying Party is Company, RBP, Partners or any Shareholder, then such payment must be made by first reducing the Closing Escrow Amount pursuant to the limitations in Section 11.06Closing Escrow Agreement, which Closing Escrow Amount must be fully distributed before Company, RBP, Partners or any Shareholder is required to make any payments as a result of being an Indemnifying Party. If the Indemnified Party and the Indemnifying Party do not agree within thirty (30) 30 days from the date of a Claim hereunder (or any mutually agreed upon extension thereof, including subsequent to the final determination of a third-party indemnification Claim), then the Indemnified Party and the Indemnifying Party shall attempt appoint a panel of three neutral arbitrators (one selected by the Indemnified Party, one by the Indemnifying Party and one by the first two arbitrators) and the arbitrators thus appointed shall settle the dispute, provided, however, that any other specific dispute resolution procedures expressly specified elsewhere in this Agreement shall govern the matters covered thereby. If the Indemnified Party and the Indemnifying Party, or any one of them, are unwilling or unable to resolve such disputes appoint an arbitrator, or if a duly appointed arbitrator refuses to act or is incapable of acting and the Indemnified Party and the Indemnifying Party, or any of them, are unwilling or unable to concur in or agree upon the appointment of a new arbitrator to fill the vacancy, or any appointment is not made within 15 Business Days after service of a written notice to concur in or agree upon the appointment of an arbitrator or a new arbitrator, as the case may be, application may be made by either party to a court of competent jurisdiction for the appointment of an arbitrator or a new arbitrator, as the case may be. The arbitration shall be conducted in Minneapolis, Minnesota pursuant to the mediation procedures set forth in Article 15Commercial Arbitration Rules of the American Arbitration Association of Minnesota. The decision of the arbitrators shall be final, conclusive and binding upon the parties. Any expenses of such arbitration including, without limitation, the fees of the arbitrators and, if determined appropriate by the arbitrators, the reasonable costs of the non-prevailing party, as the case may be, shall be paid by either the Indemnifying Party or Indemnified Party as determined appropriate by the arbitrators.
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Determination Procedure. With respect to indemnification Claims claims between the parties, following receipt of notice from the Indemnified Party of a Claimclaim, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim claim as the Indemnifying Party deems necessary or desirable. With respect to indemnification Claims claims relating to the Claims claims of third parties, the Indemnifying Party shall have a reasonable period, given the nature of the third party Claim claim and any response time required by such third party, to make such investigation of the Claim claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Indemnified Party to substantiate the Claimclaim, as well as any other information bearing thereon reasonably requested by the Indemnifying Party. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such investigation period (or any mutually agreed upon extension thereof) to the validity and amount of such Claimclaim, then the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the Claimclaim; provided, subject however, that if the Indemnifying Party is a Shareholder, then such payment must be made by reducing the amount held in Fund B pursuant to the limitations in Closing Escrow Agreement. If Fund B is reduced to a zero balance or has terminated by passage of time, then the Shareholders have no further liability under this Section 11.069 or this Agreement. If the Indemnified Party and the Indemnifying Party do not agree within thirty (30) days from the date of a Claim claim hereunder (or any mutually agreed upon extension thereof, including subsequent to the final determination of a third-party indemnification Claimclaim), then the Indemnified Party and the Indemnifying Party shall attempt appoint a panel of three neutral arbitrators (one selected by the Indemnified Party, one by the Indemnifying Party and one by the first two arbitrators) and the arbitrators thus appointed shall settle the dispute. If the Indemnified Party and the Indemnifying Party, or any one of them, are unwilling or unable to resolve such disputes appoint an arbitrator, or if a duly appointed arbitrator refuses to act or is incapable of acting and the Indemnified Party and the Indemnifying Party, or any of them, are unwilling or unable to concur in or agree upon the appointment of a new arbitrator to fill the vacancy, or any appointment is not made within fifteen (15) Business Days after service of a written notice to concur in or agree upon the appointment of an arbitrator or a new arbitrator, as the case may be, application may be made by either party to a court of competent jurisdiction for the appointment of an arbitrator or a new arbitrator, as the case may be. The arbitration shall be conducted in Illinois pursuant to the mediation procedures set forth in Article 15"Commercial Arbitration Rules of the American Arbitration Association of Illinois," The decision of the arbitrators shall be final, conclusive and binding upon the parties. Any expenses of such arbitration including, without limitation, the fees of the arbitrators and, if determined appropriate by the arbitrators, the reasonable costs of the non-prevailing party, as the case may be, shall be paid by either the Indemnifying Party or Indemnified Party as determined appropriate by the arbitrators.
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Determination Procedure. With respect to indemnification Claims claims between the parties, following receipt of notice from the Indemnified Party of a Claimclaim, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim claim as the Indemnifying Party deems necessary or desirable. With respect to indemnification Claims claims relating to the Claims claims of third parties, the Indemnifying Party shall have a reasonable period, given the nature of the third party Claim claim and any response time required by such third party, to make such investigation of the Claim claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Indemnified Party to substantiate the Claimclaim, as well as any other information bearing thereon reasonably requested by the Indemnifying Party. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such investigation period (or any mutually agreed upon extension thereof) to the validity and amount of such Claimclaim, then the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the Claimclaim; provided, subject however, that if the Indemnifying Party is a Shareholder, then such payment must be made by reducing the amount held in Fund B pursuant to the limitations in Closing Escrow Agreement. If Fund B is reduced to a zero balance or has terminated by passage of time, then the Shareholders have no further liability under this Section 11.069 or this Agreement. If the Indemnified Party and the Indemnifying Party do not agree within thirty (30) days from the date of a Claim claim hereunder (or any mutually agreed upon extension thereof, including subsequent to the final determination of a third-party indemnification Claimclaim), then the Indemnified Party and the Indemnifying Party shall attempt appoint a panel of three neutral arbitrators (one selected by the Indemnified Party, one by the Indemnifying Party and one by the first two arbitrators) and the arbitrators thus appointed shall settle the dispute. If the Indemnified Party and the Indemnifying Party, or any one of them, are unwilling or unable to resolve such disputes appoint an arbitrator, or if a duly appointed arbitrator refuses to act or is incapable of acting and the Indemnified Party and the Indemnifying Party, or any of them, are unwilling or unable to concur in or agree upon the appointment of a new arbitrator to fill the vacancy, or any appointment is not made within fifteen (15) Business Days after service of a written notice to concur in or agree upon the appointment of an arbitrator or a new arbitrator, as the case may be, application may be made by either party to a court of competent jurisdiction for the appointment of an arbitrator or a new arbitrator, as the case may be. The arbitration shall be conducted in Illinois pursuant to the mediation procedures set forth in Article 15"Commercial Arbitration Rules of the American Arbitration Association of Illinois." The decision of the arbitrators shall be final, conclusive and binding upon the parties. Any expenses of such arbitration including, without limitation, the fees of the arbitrators and, if determined appropriate by the arbitrators, the reasonable costs of the non-prevailing party, as the case may be, shall be paid by either the Indemnifying Party or Indemnified Party as determined appropriate by the arbitrators.
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