Common use of Direct Claim Procedures Clause in Contracts

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration pursuant to ‎Section 11.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 Section 8.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 9.05.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section Section 9.02 or ‎Section 9.03 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration pursuant to ‎Section 11.07in accordance with Section 10.08.

Direct Claim Procedures. In the event If an Indemnified Party has a claim for indemnity indemnification under ‎Section 9.02 Section 12.01 or ‎Section 9.03 Section 12.02 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed disputes its indemnity indemnification obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 13.08.

Direct Claim Procedures. In the event If an Indemnified Party has a claim for indemnity indemnification under ‎Section 9.02 10.01 or ‎Section 9.03 10.02 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed disputes its indemnity indemnification obligation for any Damages Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07‎‎Section 11.11.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 Section 7.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed disputes its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 8.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to Following such claimnotice, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.0711.11.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 Section 8.2 or ‎Section 9.03 Section 8.3 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually and materially prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed disputes its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute anddispute, and if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 10.5.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 Section 11.02 or ‎Section 9.03 Section 7.02(c) against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to Following receipt of such claimnotice, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 13.06.

Direct Claim Procedures. In the event If an Indemnified Party has a claim for indemnity indemnification under ‎Section 9.02 or ‎Section 9.03 10.01 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually and materially prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed disputes its indemnity indemnification obligation for any Damages Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.0711.11.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 Section 7.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 8.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 Section ‎9.2 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiationsnegotiations within thirty (30) days after notice of such notice was given to the Indemnifying Party, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section ‎11.5.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section Section 9.02 or ‎Section 9.03 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.0710.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 Section 9.2 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed disputes its indemnity obligation for any Damages with respect to such claim, the parties Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 10.11.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section Section 9.02 or ‎Section 9.03 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 12.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section Section 9.02 or ‎Section 9.03 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail and the specifics of such claim, the basis for indemnification and the Indemnified Party’s bona fide estimate of the amount of such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed disputes its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 11.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 Section 9.2 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiationsnegotiations within thirty (30) days after notice of such notice was given to the Indemnifying Party, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 11.5.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 Section 6.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail and the specifics of such claim, the basis for indemnification and the Indemnified Party’s bona fide estimate of the amount of such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed disputes its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 7.06.

Direct Claim Procedures. In the event If an Indemnified Party has a claim for indemnity indemnification under ‎Section 9.02 Section ‎12.01 or ‎Section 9.03 Section ‎12.02 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth the nature and description of such claim in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If the Indemnifying Party has timely disputed disputes its indemnity indemnification obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section ‎13.08.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under ‎Section 9.02 or ‎Section 9.03 Section 11.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim promptly deliver a Claim Notice to the Indemnifying Party. Such notice Claim Notice shall set forth the nature and description of such claim in reasonable detail and such claim, the basis for indemnification and the amount claimed (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party. If Party or the defenses available to the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the . The parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to ‎Section 11.07Section 13.06.