Common use of Establishment and Contesting of Indemnification Liability Clause in Contracts

Establishment and Contesting of Indemnification Liability. To be effective, any claim for indemnification by an Indemnified Party must be made by a written notice (a “Notice of Claim”) to the Indemnifying Party or Parties, given in accordance with the provisions of Section 13.3 hereof. Furthermore, any claim for indemnification must be made by no later than the expiration of the applicable periods set forth in Section 11.1 above, if any, and if the Purchaser has made such a claim prior to the expiration of the applicable period set forth in Section 11.1 above, if any, then, subject to the limitations set forth in Section 11.4 above, the Indemnified Party shall be entitled to recover the full amount of its Damages even if that amount is not finally determined until after such expiration. Upon receipt of a Notice of Claim, the Indemnifying Party or Parties shall have thirty (30) Business Days to contest their indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnified Party (a “Contest Notice”). Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party or Parties to the claim. If no such Contest Notice is given within such thirty (30) Business Day period, the obligation of the Indemnifying Party or Parties to pay the amount of the Damages incurred by the Indemnified Party in connection with the claim shall be deemed established and accepted by the Indemnifying Party or Parties. If, on the other hand, the Indemnifying Party or Parties contest a Notice of Claim within such thirty (30) Business Day period, the Indemnified Party and the Indemnifying Party or Parties shall thereafter attempt in good faith to resolve their dispute by mutual agreement. Upon final determination of the amount of the Damages that is the subject of an indemnification claim (whether such determination is the result of the Indemnifying Party’s or Parties’ acceptance of, or failure to contest, a Notice of Claim, or a resolution of any dispute with respect thereto by agreement of the parties or otherwise), the Indemnifying Party or Parties shall be obligated to pay the amount of such shortfall to the Indemnified Party within two (2) Business Days of such final determination of the amount of the Damages due by the Indemnifying Party or Parties.

Establishment and Contesting of Indemnification Liability. To be effective, any claim for indemnification by an Indemnified Party must be made by a written notice (a “"Notice of Claim”") to the Indemnifying Party or PartiesParty, given in accordance with the provisions of Section 13.3 hereof. Furthermore11.4 hereof and given as promptly as practicable, but in any event: (a) if such claim for indemnification must be made by no later than relates to a third-party claim under Section 9.4, within the expiration of the applicable periods set forth in Section 11.1 above, if any, and if the Purchaser has made such a claim prior to the expiration of the applicable time period set forth in Section 11.1 above9.4(a) (which Notice of Claim shall state the estimated maximum amount of such claim), or (ii) if anysuch claim does not relate to a third-party claim, then, subject to within sixty (60) days after the limitations set forth in Section 11.4 above, discovery of facts upon which the Indemnified Party shall be entitled intends to recover the full amount of its Damages even if that amount is not finally determined until after such expirationbase a claim for indemnification pursuant to this Article IX. Upon receipt of a Notice of Claim, the Indemnifying Party or Parties shall have thirty twenty (3020) Business Days days thereafter to contest their the indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnified Party (a “"Contest Notice”"). Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party or Parties to the claim. If no such Contest Notice is given within such thirty (3020) Business Day day period, the obligation of the Indemnifying Party or Parties to pay the amount of the Damages incurred or asserted by the Indemnified Party in connection with the claim shall be deemed established and accepted by the Indemnifying Party. If a Contest Notice relating to a non-Third Party or Parties. If, on the other hand, the Indemnifying Party or Parties contest a Notice of Claim within is given in such thirty (30) Business Day time period, and the Indemnified Party and the Indemnifying Party are unable to reach agreement with respect to any contested Damages within twenty (20) days of the delivery of the Contest Notice, the matter shall be settled by binding arbitration in Seattle, Washington as set forth in Section 11.8 below. The Indemnified Party and the Indemnifying Party shall cause the arbitrator to decide the matter to be arbitrated pursuant hereto within thirty (30) days after the appointment of the arbitrator. The arbitrator's decision with respect to such a Contest Notice shall relate solely to whether the Indemnified Party is entitled to be indemnified for the contested Damages, or Parties the contested portion thereof, pursuant to the applicable terms of this Agreement. The final decision of the arbitrator shall thereafter attempt be furnished to the Indemnified Party and the Indemnifying Party in good faith writing and shall constitute the conclusive determination of the issue in question binding upon the Indemnified Party and the Indemnifying Party, and shall not be contested by any of them. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrator's decision. If a Contest Notice relating to resolve their dispute by mutual agreementa Third Party Claim is given in such 20-day time period, such Third Party Claim shall be deemed an Open Claim under Section 9.6(b). Upon final determination of the amount of the Damages that is the subject of an indemnification claim (claim, whether such determination is the result of the an Indemnifying Party’s or Parties’ 's acceptance of, or failure to contest, a Notice of Claim, or a resolution of any dispute with respect thereto by agreement of the parties parties, or otherwisea final, non-appealable court order of a court of competent jurisdiction, or pursuant to Section 9.4(d) or otherwise (each, "Finally Determined Damages"), the Indemnifying Party or Parties parties shall be obligated to pay the amount of such shortfall to the Indemnified Party Finally Determined Damages within two five (25) Business Days days of such final determination of the amount of the Damages due by the Indemnifying Party or Partiesdetermination.

Establishment and Contesting of Indemnification Liability. To be effective, any claim for indemnification by an Indemnified Party must be made by a written notice (a “"Notice of Claim”") to the Indemnifying Party or PartiesParty, given in accordance with the provisions of Section 13.3 hereof. Furthermore11.4 hereof and given as promptly as practicable, but in any event: (a) if such claim for indemnification must be made by no later than relates to a third-party claim under Section 8.4, within the expiration of the applicable periods set forth in Section 11.1 above, if any, and if the Purchaser has made such a claim prior to the expiration of the applicable time period set forth in Section 11.1 above8.4(a) (which Notice of Claim shall state the estimated maximum amount of such claim), or (ii) if anysuch claim does not relate to a third-party claim, then, subject to within sixty (60) days after the limitations set forth in Section 11.4 above, discovery of facts upon which the Indemnified Party shall be entitled intends to recover the full amount of its Damages even if that amount is not finally determined until after such expirationbase a claim for indemnification pursuant to this Article VIII. Upon receipt of a Notice of Claim, the Indemnifying Party or Parties shall have thirty twenty (3020) Business Days days thereafter to contest their the indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnified Party (a “"Contest Notice”"). Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party or Parties to the claim. If no such Contest Notice is given within such thirty (3020) Business Day day period, the obligation of the Indemnifying Party or Parties to pay the amount of the Damages incurred or asserted by the Indemnified Party in connection with the claim shall be deemed established and accepted by the Indemnifying Party. If a Contest Notice relating to a non-Third Party or Parties. If, on the other hand, the Indemnifying Party or Parties contest a Notice of Claim within is given in such thirty (30) Business Day time period, and the Indemnified Party and the Indemnifying Party are unable to reach agreement with respect to any contested Damages within twenty (20) days of the delivery of the Contest Notice, the matter shall be settled by binding arbitration in Seattle, Washington as set forth in Section 11.8 below. The Indemnified Party and the Indemnifying Party shall cause the arbitrator to decide the matter to be arbitrated pursuant hereto within thirty (30) days after the appointment of the arbitrator. The arbitrator's decision with respect to such a Contest Notice shall relate solely to whether the Indemnified Party is entitled to be indemnified for the contested Damages, or Parties the contested portion thereof, pursuant to the applicable terms of this Agreement. The final decision of the arbitrator shall thereafter attempt be furnished to the Indemnified Party and the Indemnifying Party in good faith writing and shall constitute the conclusive determination of the issue in question binding upon the Indemnified Party and the Indemnifying Party, and shall not be contested by any of them. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrator's decision. If a Contest Notice relating to resolve their dispute by mutual agreementa Third Party Claim is given in such 20-day time period, such Third Party Claim shall be deemed an Open Claim under Section 8.6(b). Upon final determination of the amount of the Damages that is the subject of an indemnification claim (claim, whether such determination is the result of the an Indemnifying Party’s or Parties’ 's acceptance of, or failure to contest, a Notice of Claim, or a resolution of any dispute with respect thereto by agreement of the parties parties, or otherwisea final, non-appealable court order of a court of competent jurisdiction, or pursuant to Section 8.4(d) or otherwise (each, "Finally Determined Damages"), the Indemnifying Party or Parties parties shall be obligated to pay the amount of such shortfall to the Indemnified Party Finally Determined Damages within two five (25) Business Days days of such final determination of the amount of the Damages due by the Indemnifying Party or Partiesdetermination.

Establishment and Contesting of Indemnification Liability. To be effective, any claim for indemnification by an Indemnified Party indemnified party must be made by a written notice (a “"Notice of Claim”") to the Indemnifying Party indemnifying party or Partiesparties, given in accordance with the provisions of Section 13.3 14K hereof. Furthermore, any claim for indemnification by an indemnified party must be made by no later than the expiration third anniversary of the applicable periods set forth in Section 11.1 above, if any, and if Closing Date. If the Purchaser has made such a claim prior to the expiration of the applicable period set forth in Section 11.1 above, if any, then, subject to the limitations set forth in Section 11.4 above, the Indemnified Party shall be entitled to recover the full amount of its Damages even if that amount is not finally determined until after such expiration. Upon receipt of indemnifying party or parties contest a Notice of Claim, the Indemnifying Party or Parties shall have thirty (30) Business Days to contest their indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnified Party (a “Contest Notice”). Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party or Parties to the claim. If no such Contest Notice is given within such thirty (30) Business Day period, the obligation of the Indemnifying Party or Parties to pay the amount of the Damages incurred by the Indemnified Party in connection with the claim shall be deemed established and accepted by the Indemnifying Party or Parties. If, on the other hand, the Indemnifying Party or Parties contest a Notice of Claim within such thirty (30) Business Day period, the Indemnified Party indemnified party and the Indemnifying Party indemnifying party or Parties parties shall thereafter attempt in good faith to resolve their dispute by mutual agreement. If they are unable to so resolve their dispute, the indemnified party may pursue legal action. Upon final determination of the amount of the Damages that is the subject of an indemnification claim (whether such determination is the result of the Indemnifying Party’s indemnifying party's or Parties’ parties' acceptance of, or failure to contest, of a Notice of Claim, or a resolution of any dispute with respect thereto by agreement of the parties or otherwise), the Indemnifying Party indemnifying party or Parties parties shall be obligated to pay the amount of such shortfall Damages to the Indemnified Party Purchaser within two five (25) Business Days business days of such final determination of the amount of the Damages due by the Indemnifying Party indemnifying party or Partiesparties. The Company and Safety-Kleen acknowledge and agree that nothing in that certain confidentiality agreement between Safety-Kleen on the one hand and the Purchaser and certain of the Minority Shareholders, on the other hand, shall prohibit Purchaser or a Minority Shareholder from disclosing said information to the entity adjudicating a dispute to the extent that such disclosure is necessary in connection with the attempted enforcement of the Purchaser's indemnification rights hereunder; provided, that the Purchaser or such Minority Shareholder, as the case may be, will furnish only that portion of the information which is necessary to be disclosed and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the information; and provided, further, that disclosure in compliance with this paragraph will not relieve the Purchaser or such Minority Shareholder of any liability it may have for other disclosures not permitted hereby, and except as modified hereby, such confidentiality agreement shall remain in full force and effect. Purchaser shall cause Summit Accelerator Fund, L.P., and Mission Ventures to deliver at or prior to the Closing Date an acknowledgement in a form reasonably acceptable to Safety-Kleen that except as modified hereby, their respective confidentiality agreements shall remain in full force and effect.

Establishment and Contesting of Indemnification Liability. To be effective, any claim for indemnification by an Indemnified Party must be made by a written notice (a “"Notice of Claim”") to the Indemnifying Party or PartiesParty, given in accordance with the provisions of Section 13.3 hereof. Furthermore11.4 hereof and given as promptly as practicable, but in any event: (a) if such claim for indemnification must be made by no later than relates to a third-party claim under Section 8.4, within the expiration of the applicable periods set forth in Section 11.1 above, if any, and if the Purchaser has made such a claim prior to the expiration of the applicable time period set forth in Section 11.1 above8.4(a) (which Notice of Claim shall state the estimated maximum amount of such claim), or (ii) if anysuch claim does not relate to a third-party claim, then, subject to within sixty (60) days after the limitations set forth in Section 11.4 above, discovery of facts upon which the Indemnified Party shall be entitled intends to recover the full amount of its Damages even if that amount is not finally determined until after such expirationbase a claim for indemnification pursuant to this Article XIII. Upon receipt of a Notice of Claim, the Indemnifying Party or Parties shall have thirty twenty (3020) Business Days days thereafter to contest their the indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnified Party (a “"Contest Notice”"). Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party or Parties to the claim. If no such Contest Notice is given within such thirty (3020) Business Day day period, the obligation of the Indemnifying Party or Parties to pay the amount of the Damages incurred or asserted by the Indemnified Party in connection with the claim shall be deemed established and accepted by the Indemnifying Party. If a Contest Notice relating to a non-Third Party or Parties. If, on the other hand, the Indemnifying Party or Parties contest a Notice of Claim within is given in such thirty (30) Business Day time period, and the Indemnified Party and the Indemnifying Party are unable to reach agreement with respect to any contested Damages within twenty (20) days of the delivery of the Contest Notice, the matter shall be settled by binding arbitration in Seattle, Washington as set forth in Section 11.8 below. The Indemnified Party and the Indemnifying Party shall cause the arbitrator to decide the matter to be arbitrated pursuant hereto within thirty (30) days after the appointment of the arbitrator. The arbitrator's decision with respect to such a Contest Notice shall relate solely to whether the Indemnified Party is entitled to be indemnified for the contested Damages, or Parties the contested portion thereof, pursuant to the applicable terms of this Agreement. The final decision of the arbitrator shall thereafter attempt be furnished to the Indemnified Party and the Indemnifying Party in good faith writing and shall constitute the conclusive determination of the issue in question binding upon the Indemnified Party and the Indemnifying Party, and shall not be contested by any of them. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrator's decision. If a Contest Notice relating to resolve their dispute by mutual agreementa Third Party Claim is given in such 20-day time period, such Third Party Claim shall be deemed an Open Claim under Section 8.6(b). Upon final determination of the amount of the Damages that is the subject of an indemnification claim (claim, whether such determination is the result of the an Indemnifying Party’s or Parties’ 's acceptance of, or failure to contest, a Notice of Claim, or a resolution of any dispute with respect thereto by agreement of the parties parties, or otherwisea final, non-appealable court order of a court of competent jurisdiction, or pursuant to Section 8.4(d) or otherwise (each, "Finally Determined Damages"), the Indemnifying Party or Parties parties shall be obligated to pay the amount of such shortfall to the Indemnified Party Finally Determined Damages within two five (25) Business Days days of such final determination of the amount of the Damages due by the Indemnifying Party or Partiesdetermination.

Establishment and Contesting of Indemnification Liability. To be effective, any claim for indemnification by an Indemnified Party must be made by a written notice (a “"Notice of Claim”") to the Indemnifying Party or Parties, given in accordance with the provisions of Section 13.3 11.3 hereof. Furthermore, any claim for indemnification must be made by no later than the expiration of the applicable periods set forth in Section 11.1 9.1 above, if any, and if the Purchaser an Indemnified Party has made such a claim prior to the expiration of the applicable period set forth in Section 11.1 9.1 above, if any, then, subject to the limitations set forth in Section 11.4 9.4 above, the Indemnified Party shall be entitled to recover the full amount of its Damages even if that amount is not finally determined until after such expiration. Upon receipt of a Notice of Claim, the Indemnifying Party or Parties shall have thirty twenty (3020) Business Days to contest their indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnified Party (a “"Contest Notice”"). Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party or Parties to the claim. If no such Contest Notice is given within such thirty twenty (3020) Business Day period, the obligation of the Indemnifying Party or Parties to pay the amount of the Damages incurred by the Indemnified Party in connection with the claim shall be deemed established and accepted by the Indemnifying Party or Parties. If, on the other hand, the Indemnifying Party or Parties contest a Notice of Claim within such thirty twenty (3020) Business Day period, the Indemnified Party and the Indemnifying Party or Parties shall thereafter for at least ten (10) Business Days attempt in good faith to resolve their dispute by mutual agreement. Upon final determination of the amount of the Damages that is the subject of an indemnification claim (whether such determination is the result of the Indemnifying Party’s 's or Parties’ ' acceptance of, or failure to contest, a Notice of Claim, or a resolution of any dispute with respect thereto by agreement of the parties or otherwise), the Indemnifying Party or Parties shall be obligated to pay the amount of such shortfall Damages to the Indemnified Party within two (2) Business Days of such final determination of the amount of the Damages due by the Indemnifying Party or Parties.