Common use of Indemnification Claim Procedures Clause in Contracts

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Article V, if an Indemnified Party wishes to make an indemnification claim under this Article V, such Indemnified Party shall deliver a written notice (an "Indemnification Claim Notice") to the Indemnifying Party (with a copy to the Escrow Agent) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Indemnified Party may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. (b) If the Indemnifying Party shall not object in writing within the 30-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an "Indemnification Claim Objection Notice"), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice.

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Article VSection 6.1, if an Indemnified Party wishes to make an indemnification claim under this Article VVI, including for a Third-Party Claim, such Indemnified Party shall deliver a written notice (an "“Indemnification Claim Notice"”) to Seller and the Indemnifying Party (with a copy Escrow Agent prior to the Escrow Agent) Expiration Date (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) specifying describing (A) the amount of claimed Losses in reasonable detail (to the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or extent known and reasonably quantifiable) and (B) the basis for such anticipated liability, liability and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. An Indemnified Party may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to change in circumstances following the claim set forth in such Indemnification Claim Noticedate thereof. (b) If the Indemnifying Party Seller shall not object in writing within the 30-day 20 Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an "“Indemnification Claim Objection Notice"”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party Seller that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) In the event that Seller shall timely deliver an Indemnification Claim Objection Notice to Parent and the Escrow Agent prior to the expiration of the 20 Business Day period described in Section 6.4(b), Seller and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of the claims that are the subject of such Indemnification Claim Objection Notice. If Seller and Parent should so agree, such agreement shall constitute an irrevocable determination of such claims. A memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Indemnification Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and make distributions from the Indemnification Escrow Fund in accordance with the terms thereof. (d) If no such agreement with respect to one or more claims that are the subject of such Indemnification Claim Objection Notice (each, an “Unresolved Claim”) can be reached after good faith negotiation and prior to 60 days after delivery of an Indemnification Claim Objection Notice, Parent may file suit with respect to such Unresolved Claim in any court having jurisdiction in accordance with Section 7.8. No Losses being disputed under this Section 6.4(d) with respect to any Unresolved Claim shall be paid until a final determination is made by a court of competent jurisdiction or is settled pursuant to a settlement agreement or is agreed to by Seller in writing (in each case, a “Final Determination”). If an indemnification claim is to be recovered from the Indemnification Escrow Fund, Parent shall furnish such Final Determination to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such Final Determination and make distributions from the Indemnification Escrow Fund in accordance with the terms thereof. (e) Not later than 10 Business Days following the date of the agreement of the parties pursuant to Section 6.4(c) or the date of any Final Determination pursuant to Section 6.4(d), the Escrow Agent shall promptly release to Parent from the Indemnification Escrow Fund cash with an aggregate value equal to the Losses set forth in the memorandum or Final Determination, as applicable. Should the amount held in the Indemnification Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid to an Indemnified Party in accordance with such memorandum, then, subject to the limitations set forth in this Article VI, Seller shall, within 60 days following the date of such memorandum, pay to the Indemnified Parties, the amount of such shortfall in cash by wire transfer of immediately available funds.

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Article VSection 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VVII, such Indemnified Party shall deliver a written notice (an "“Indemnification Claim Notice"”) to the Indemnifying Party Stockholder Representative (with a copy to the Escrow Agent) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates in good faith that it may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Indemnified Party Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. (b) If . Following the Indemnifying Party shall not object in writing within the 30-day period after receipt delivery of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description Notice, Parent shall provide the Stockholder Representative and its representatives and agents with such documents and records of the facts Second Merger Surviving Entity and circumstances supporting an objection its Subsidiaries as they may reasonably require, and reasonable access to such personnel or representatives of the Second Merger Surviving Entity (including but not limited to the applicable indemnification claim (an "individuals responsible for the matters that are subject of the Indemnification Claim Objection Notice")) as they may reasonably require, such failure for the purposes of investigating or resolving any disputes or responding to so object shall be an irrevocable acknowledgment by any matters or inquiries raised in the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice.

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Article VSection 9.1, if an Indemnified Party wishes to make an indemnification claim under this Article VIX, such Indemnified Party shall deliver a written notice (an "“Indemnification Claim Notice"”) to the Indemnifying Party Securityholder Representative (with a copy to the Escrow Agent) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) specifying such Losses in reasonable detail (to the individual items of such Lossesextent available), the date (if available) that each such item Loss was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Indemnified Party Buyer may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect change in circumstances following the date thereof provided that the update relates to the claim set forth underlying facts and circumstances described in such the initial Indemnification Claim Notice. (b) If the Securityholder Representative on behalf of the Indemnifying Parties (or the Indemnifying Party in the event that indemnification is being sought hereunder directly from such Indemnifying Party) shall not object in writing within the 30-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an "“Indemnification Claim Objection Notice"”), such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative on behalf of the Indemnifying Party Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, the Escrow Agent shall promptly release from the Indemnity Escrow Fund cash with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice. (c) In the event that the Securityholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 9.5(b) (or in the event that indemnification is being sought hereunder directly from an Indemnifying Party, if such Indemnifying Party shall object to any claim or claims made in any Indemnification Claim Notice to recover claims directly from such Indemnifying Party within 30 days after delivery of such Indemnification Claim Notice), the Securityholder Representative (or such objecting Indemnifying Party) and Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholder Representative (or such objecting Indemnifying Party) and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Indemnity Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Indemnity Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release from the Indemnity Escrow Fund cash with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice. (d) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, Buyer may file suit with respect to the matter in any court having jurisdiction.

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Article VSections 9.1 and 9.4, if an Indemnified Party wishes to make an indemnification claim under this Article VIX other than with respect to a third-party Action against such Indemnified Party to which such Indemnified Party would reasonably be expected to have a claim for indemnification under this Article IX (an “Indemnifiable Third-Party Claim”), such Indemnified Party shall deliver a written notice (an "“Indemnification Claim Notice"”) to the applicable Indemnifying Party (with a copy to the Escrow Agent) (i) stating that an such Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, Losses and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Such Indemnification Claim Notice shall be delivered to the applicable Indemnifying Party promptly following such time as such Indemnified Party becomes of aware of such Loss; provided, however, that the failure to give such prompt written notice shall not relieve such Indemnifying Party of its indemnification obligations, except and only to the extent that such Indemnifying Party forfeits rights or defenses by reason of such failure. Such Indemnified Party may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to change in circumstances following the claim set forth in such Indemnification Claim Notice. (b) If the Indemnifying Party shall not object in writing within the 30-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an "Indemnification Claim Objection Notice"), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice.date thereof. -42-

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Article VSections 7.1, 7.2 and 7.3, if an Indemnified Party wishes to make an indemnification claim under this Article VVII, such Indemnified Party shall deliver a written notice (an "“Indemnification Claim Notice"”) to the Indemnifying Party (with a copy to the Escrow Agent) Stockholder Representative (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may will pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Indemnified Party Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. (b) Following the delivery of an Indemnification Claim Notice, except as otherwise prohibited by applicable law, the Stockholder Representative and its representatives and agents shall be given all such access (during normal business hours), including electronic access, to the extent available, as they may reasonably require, to the books and records of the Surviving Corporation and Parent and access to such personnel or representatives of the Indemnified Parties, including but not limited to the individuals responsible the matters that are subject of the Indemnification Claim Notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Notice. (c) If the Stockholder Representative on behalf of the Indemnifying Party Parties shall not object in writing within the 30-day thirty (30)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an "“Indemnification Claim Objection Notice"”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Party Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. Subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the expiration date of the right of the Stockholder Representative to make an Indemnification Claim Objection Notice, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII. (d) In the event that the Stockholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(c) within thirty (30) days after delivery of such Indemnification Claim Notice, the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims and set forth such agreement in a memorandum of understanding. In the event Parent and the Stockholder Representative agree that an Indemnified Party is entitled to be indemnified for Losses in respect of such claims, then, subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII. (e) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, either Parent or the Stockholder Representative may demand arbitration of the matter, and in such event the matter shall be settled by arbitration conducted in New York, New York, under the rules then in effect of the American Arbitration Association. Subject to Section 7.5 with respect to Third Party Claims, the arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim shall be final, non-appealable, conclusive and binding upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. In such event, following written receipt of the arbitrator’s decision, and subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the date of such decision, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII.