Common use of Indemnification Procedure for Direct Claims Clause in Contracts

Indemnification Procedure for Direct Claims. In the event an Indemnified Party claims a right to payment pursuant hereto with respect to any matter not involving a Third-Party Claim (a “Direct Claim”), Buyer, in the event the Indemnified Party is a Buyer Indemnified Party, or Seller, in the event the Indemnified Party is a Seller Indemnified Party, will promptly send written notice of such claim to the other Party (a “Notice of Claim”). Such Notice of Claim will specify the basis for such Direct Claim and the provision of this Agreement upon which such Direct Claim is believed to be based and describe in reasonable detail the facts and circumstances giving rise to such Direct Claim, including the amount of Losses and the method of computation of such Losses. The failure by Buyer or Seller, as applicable, to promptly notify the other Party will not limit the right of Buyer or Seller, as applicable, to indemnification with respect to any Direct Claim made pursuant to this Section 8.5 unless, and only to the extent that, such failure to promptly notify such other Party results in the forfeiture of rights and defenses otherwise available to such other Party with respect to such Direct Claim. Seller or Buyer, as applicable, will have 60 days after its receipt of such notice from the Indemnified Party to respond in writing to such Direct Claim. In the event Seller or Buyer, as applicable, does not notify the other Party within 60 days following its receipt of such Notice of Claim that Seller or Buyer, as applicable, disputes the Indemnified Party’s right to indemnification under this Article VIII or the amount thereof, the Indemnified Party will be conclusively entitled to the amount set forth in such Notice of Claim.

Indemnification Procedure for Direct Claims. In the event an Any Indemnified Party claims Person asserting a right to payment pursuant hereto with respect to any matter claim on account of Damages that do not involving arise from a Third-Party Claim (a “Direct Claim”), Buyer, ) shall deliver a Claim Notice to the Indemnifying Person prior to the expiration of the applicable time limitation set forth in Section 6.4. The Claim Notice shall describe such claim and the event the Indemnified Party is a Buyer Indemnified Partynature and amount, or Selleranticipated amount, of the Damages, to the extent that the nature and amount thereof are determinable at such time. If the Indemnifying Person in good faith objects to any claim made in such Claim Notice, then the event the Indemnified Party is Indemnifying Person shall deliver a Seller Indemnified Party, will promptly send written notice of such claim to the other Party (a “Claim Dispute Notice”) to the Indemnified Person during the thirty (30) day period commencing following delivery by the Indemnified Person of the Claim Notice. The Claim Dispute Notice of Claim”). Such Notice of Claim will specify the basis for such Direct Claim and the provision of this Agreement upon which such Direct Claim is believed to be based and describe shall set forth in reasonable detail the facts and circumstances giving rise to such Direct Claim, including principal basis for the amount dispute of Losses and the method of computation of such Losses. The failure by Buyer or Seller, as applicable, to promptly notify the other Party will not limit the right of Buyer or Seller, as applicable, to indemnification with respect to any Direct Claim claim made pursuant to this Section 8.5 unless, and only to the extent that, such failure to promptly notify such other Party results in the forfeiture of rights and defenses otherwise available to such other Party with respect to such Direct ClaimClaim Notice. Seller or Buyer, as applicable, will have 60 days after its receipt of such notice from the Indemnified Party to respond in writing to such Direct Claim. In the event Seller or Buyer, as applicable, does not notify the other Party within 60 days following its receipt of such Notice of Claim that Seller or Buyer, as applicable, disputes the Indemnified Party’s right to Each claim for indemnification under this Article VIII or the amount thereof, the Indemnified Party will be conclusively entitled to the amount set forth in such Claim Notice shall be deemed to have been conclusively determined in the Indemnified Person’s favor for purposes of Claimthis ARTICLE VI on the terms set forth in the Claim Notice upon the earlier of (i) notice that the Indemnifying Person agrees with the Direct Claims asserted in the Claim Notice or (ii) expiration of such thirty (30) day period if the Indemnifying Person does not deliver a Claim Dispute Notice to the Indemnified Person prior to the expiration of such thirty (30) day period. In such event, the Indemnified Person will be free to pursue such remedies as may be available to the Indemnified Person at the Indemnifying Person’s expense pursuant to the terms and subject to the provisions of this Agreement.

Indemnification Procedure for Direct Claims. In the event an applicable Indemnified Party claims should have an indemnification claim against an applicable Indemnifying Party hereunder which does not involve a right to payment pursuant hereto with respect to any matter not involving a Third-Third Party Claim (a “Direct Claim”), Buyer, in the event the applicable Indemnified Party is shall transmit to the applicable Indemnifying Party a Buyer Indemnified Party, or Seller, in the event the Indemnified Party is a Seller Indemnified Party, will promptly send written notice containing an estimate of such claim the Losses attributable to the other Party (a “Notice of Claim”). Such Notice of Claim will specify the basis for such Direct Claim and the provision basis of the applicable Indemnified Party’s request for indemnification under this Agreement upon which within thirty (30) days after learning of such Direct Claim is believed to be based and describe (the “Direct Indemnification Notice”). If the applicable Indemnifying Party does not notify the applicable Indemnified Party in reasonable detail writing within thirty (30) days from its receipt of the facts and circumstances giving rise to Direct Indemnification Notice that the applicable Indemnifying Party disputes a Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice, such Direct Claim, including Claim(s) specified by the amount applicable Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of Losses the applicable Indemnifying Party hereunder and the method applicable Indemnifying Party shall be liable for any and all Losses in connection with such Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice. If the applicable Indemnifying Party has timely disputed a Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice as provided in this Section 12.4, such dispute shall be resolved by litigation in accordance with the terms and conditions of computation of such LossesSections 19.3, 19.4, and 19.5. The A failure by Buyer the applicable Indemnified Party to give timely, complete, or Seller, accurate notice as applicable, to promptly notify the other Party provided in this Section 12.4 will not limit affect the right rights or obligations of Buyer or Seller, as applicable, to indemnification with respect to any Direct Claim made pursuant to this Section 8.5 unless, the applicable Indemnifying Party except and only to the extent that, as a result of such failure, the applicable Indemnifying Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to promptly notify such other Party results in the forfeiture of rights and defenses otherwise available to such other Party with respect to such Direct Claim. Seller or Buyer, as applicable, will have 60 days after its receipt of such notice from the Indemnified Party to respond in writing to such Direct Claim. In the event Seller or Buyer, as applicable, does not notify the other Party within 60 days following its receipt of such Notice of Claim that Seller or Buyer, as applicable, disputes the Indemnified Party’s right to indemnification under this Article VIII or the amount thereof, the Indemnified Party will be conclusively entitled to the amount set forth in such Notice of Claimgive timely notice.

Indemnification Procedure for Direct Claims. In the event an applicable Indemnified Party claims should have an indemnification claim against an applicable Indemnifying Party hereunder which does not involve a right to payment pursuant hereto with respect to any matter not involving a Third-Third Party Claim (a “Direct Claim”), Buyer, in the event the applicable Indemnified Party is shall transmit to the applicable Indemnifying Party a Buyer Indemnified Party, or Seller, in the event the Indemnified Party is a Seller Indemnified Party, will promptly send written notice containing an estimate of such claim the Losses attributable to the other Party (a “Notice of Claim”). Such Notice of Claim will specify the basis for such Direct Claim and the provision basis of the applicable Indemnified Party’s request for indemnification under this Agreement upon which within thirty (30) days after learning of such Direct Claim is believed (the “Direct Indemnification Notice”). Following transmission of the Direct Indemnification Notice, the applicable Indemnified Party shall host a meeting or telephone conference (the “Direct Indemnification Meeting”) with the Indemnifying Party to be based ensure the Indemnifying Party received the Direct Indemnification Notice and describe to discuss or dispute the Direct Claim. If the applicable Indemnifying Party does not notify the applicable Indemnified Party in reasonable detail writing within thirty (30) days from the facts and circumstances giving rise to date of the Direct Indemnification Meeting that the applicable Indemnifying Party disputes a Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice, such Direct Claim, including Claim(s) specified by the amount applicable Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of Losses the applicable Indemnifying Party hereunder and the method applicable Indemnifying Party shall be liable for any and all Losses in connection with such Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice. If the applicable Indemnifying Party has timely disputed a Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice as provided in this Section 12.4, such dispute shall be resolved by litigation in accordance with the terms and conditions of computation of such LossesSections 19.3, 19.4, and 19.5. The A failure by Buyer the applicable Indemnified Party to give timely, complete, or Seller, accurate notice as applicable, to promptly notify the other Party provided in this Section 12.4 will not limit affect the right rights or obligations of Buyer or Seller, as applicable, to indemnification with respect to any Direct Claim made pursuant to this Section 8.5 unless, the applicable Indemnifying Party except and only to the extent that, as a result of such failure, the applicable Indemnifying Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to promptly notify such other Party results in the forfeiture of rights and defenses otherwise available to such other Party with respect to such Direct Claim. Seller or Buyer, as applicable, will have 60 days after its receipt of such notice from the Indemnified Party to respond in writing to such Direct Claim. In the event Seller or Buyer, as applicable, does not notify the other Party within 60 days following its receipt of such Notice of Claim that Seller or Buyer, as applicable, disputes the Indemnified Party’s right to indemnification under this Article VIII or the amount thereof, the Indemnified Party will be conclusively entitled to the amount set forth in such Notice of Claimgive timely notice.

Indemnification Procedure for Direct Claims. In the event an Indemnified Party claims If a right to payment pursuant hereto with respect to any matter not involving a Third-Party Claim claim for Losses (a “Direct Claim”)) is to be made by any Indemnified Party that does not involve a third party, Buyersuch Indemnified Party shall give written notice (a “Claim Notice”) to the Securityholder Representative if the Claim Notice is being given by a Parent Indemnified Party and to Parent if the Claim Notice is being given by a Company Securityholder Indemnified Party, in each case, within a reasonable time after such Indemnified Party becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Sections 11.1 or 11.2, which Claim Notice shall specify in reasonable detail, to the event extent reasonably known and practicable at such time. The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Parties are actually prejudiced by such delay or failure, in which case the amount of reimbursement to which the Indemnified Party is a Buyer entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses would have been less had such Claim Notice been timely given. The Indemnifying Party and its professional advisors shall have a thirty (30) day period to investigate the matter or circumstance alleged to give rise to the Claim Notice, or Seller, and whether and to what extent any amount is payable in respect of the event Claim Notice and the Indemnified Party is a Seller Indemnified shall assist the Indemnifying Party, will promptly send written notice of ’s investigation by giving such claim to the other Party (a “Notice of Claim”). Such Notice of Claim will specify the basis for such Direct Claim and the provision of this Agreement upon which such Direct Claim is believed to be based and describe in reasonable detail the facts and circumstances giving rise to such Direct Claim, including the amount of Losses and the method of computation of such Losses. The failure by Buyer or Seller, as applicable, to promptly notify the other Party will not limit the right of Buyer or Seller, as applicable, to indemnification with respect to any Direct Claim made pursuant to this Section 8.5 unless, and only to the extent that, such failure to promptly notify such other Party results reasonably requested information in the forfeiture possession of rights and defenses otherwise available to such other the Indemnified Party with respect to such Direct ClaimClaim Notice upon prior written notice and during normal business hours as the Indemnifying Party or any of its professional advisors may reasonably request. Seller or Buyer, as applicable, will have 60 If the Indemnifying Party fails to respond within thirty (30) days after its delivery of the Claim Notice, then the Indemnifying Party will be deemed to have rejected such Claim Notice, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. If the applicable Indemnifying Parties dispute their liability with respect to such Claim or the estimated amount of such Losses pursuant to this Section 11.6 within thirty (30) days following receipt of such notice from Claim Notice, the parties shall attempt in good faith to resolve such dispute; provided, that if such dispute has not been resolved within thirty (30) days following receipt of such dispute of the Claim Notice, then the Indemnifying Party and the Indemnified Party to respond may seek legal redress in writing to such Direct Claim. In the event Seller or Buyer, as applicable, does not notify the other Party within 60 days following its receipt of such Notice of Claim that Seller or Buyer, as applicable, disputes the Indemnified Party’s right to indemnification under this accordance with Article VIII or the amount thereof, the Indemnified Party will be conclusively entitled to the amount set forth in such Notice of ClaimXIII.

Indemnification Procedure for Direct Claims. In the event an Indemnified Party claims a right to payment pursuant hereto with respect to any matter this Article IX that does not involving involve a Third-Third Party Claim (a “Direct Claim”)or Warranty Work, Buyer, in the event the such Indemnified Party is a Buyer Indemnified Party, or Seller, in the event the Indemnified Party is a Seller Indemnified Party, will promptly shall send written notice of such claim to (a) in the other Party case of the Purchaser and Purchaser Indemnified Parties, the Seller, and (a “Notice b) in the case of Claim”)the Seller and Seller Indemnified Parties, the Purchaser. Such Notice of Claim will notice shall specify the basis for such Direct Claim and the provision of this Agreement upon which such Direct Claim is believed to be based and describe in reasonable detail the facts and circumstances giving rise to such Direct Claim, including the amount of Losses and the method of computation of such Lossesclaim. The failure by Buyer or Seller, as applicable, any Indemnified Party so to promptly notify the other Indemnifying Party will shall not limit relieve the right of Buyer or Seller, as applicable, Indemnifying Party from any liability that it may have to indemnification such Indemnified Party with respect to any Direct Claim claim made pursuant to this Section 8.5 unless9.6, and only it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the extent that, expiration of the survival period for such failure to promptly representation or warranty under Section 9.1. In the event the Indemnifying Party does not notify such other the Indemnified Party results in the forfeiture of rights and defenses otherwise available to such other Party with respect to such Direct Claim. Seller within thirty (30) days following its or Buyer, as applicable, will have 60 days after its his receipt of such notice from that the Indemnifying Party disputes its or his liability to the Indemnified Party to respond in writing to such Direct Claim. In the event Seller or Buyer, as applicable, does not notify the other Party within 60 days following its receipt of such Notice of Claim that Seller or Buyer, as applicable, disputes the Indemnified Party’s right to indemnification under this Article VIII IX or the amount thereof, the claim specified by the Indemnified Party will in such notice shall be conclusively entitled deemed a liability of the Indemnifying Party under this Article IX, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount set forth of the claim (or any portion of the claim) is unknown or estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its or his liability with respect to such claim as provided above, as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within ten (10) Business Days following the final determination of the merits and amount of such claim, the Indemnifying Party shall pay to the Indemnified Party immediately available funds in an amount equal to such Notice of Claimclaim as determined hereunder.