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 to this Article IX that does not involve a Third Party Claim or Warranty Work, such Indemnified Party shall send written notice of such claim to (a) in the case of the Purchaser and Purchaser Indemnified Parties, the Seller, and (b) in the case of the Seller and Seller Indemnified Parties, the Purchaser. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 9.6, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 9.1. In the event the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its or his receipt of such notice that the Indemnifying Party disputes its or his liability to the Indemnified Party under this Article IX or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively 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 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 claim as determined hereunder.

Indemnification Procedure for Direct Claims. In the event an applicable Indemnified Party claims a right to payment pursuant to this Article IX that should have an indemnification claim against an applicable Indemnifying Party hereunder which does not involve a Third Party Claim or Warranty Work(a “Direct Claim”), such the applicable Indemnified Party shall send transmit to the applicable Indemnifying Party a written notice containing an estimate of the Losses attributable to such Direct Claim and the basis of the applicable Indemnified Party’s request for indemnification under this Agreement within thirty (30) days after learning of such claim to Direct Claim (a) in the case of “Direct Indemnification Notice”). If the Purchaser and Purchaser Indemnified Parties, the Seller, and (b) in the case of the Seller and Seller Indemnified Parties, the Purchaser. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 9.6, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 9.1. In the event the applicable Indemnifying Party does not notify the applicable Indemnified Party in writing within thirty (30) days following from its or his receipt of such notice the Direct Indemnification Notice that the applicable Indemnifying Party disputes its or his liability to the Indemnified Party under this Article IX or the amount thereof, the claim a Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice, such notice Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice shall be conclusively deemed a liability of the applicable Indemnifying Party under this Article IX, hereunder and the applicable Indemnifying Party shall pay be liable for any and all Losses in connection with such Direct Claim(s) specified by the amount of such liability to the applicable Indemnified Party on demand or, in the case of any notice in which Direct Indemnification Notice. If the amount 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 applicable Indemnifying Party has timely disputed its or his liability with respect to such claim a Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice as provided abovein this Section 12.4, such dispute shall be resolved by litigation in accordance with the terms and conditions of Sections 19.3, 19.4, and 19.5. A failure by the applicable Indemnified Party to give timely, complete, or accurate notice as provided in this Section 12.4 will not affect the rights or obligations of the applicable Indemnifying Party except and only to the extent that, as promptly as possiblea result of such failure, such Indemnified Party and the appropriate applicable Indemnifying Party shall establish the merits entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and amount materially damaged as a result 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 failure to the Indemnified Party immediately available funds in an amount equal to such claim as determined hereundergive timely notice.

Indemnification Procedure for Direct Claims. In the event an Any Indemnified Party claims Person asserting a right to payment pursuant to this Article IX claim on account of Damages that does do not involve arise from a Third Third-Party Claim or Warranty Work, such Indemnified Party (a “Direct Claim”) shall send written notice of such claim deliver a Claim Notice to (a) in the case of the Purchaser and Purchaser Indemnified Parties, the Seller, and (b) in the case of the Seller and Seller Indemnified Parties, the Purchaser. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 9.6, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered Person prior to the expiration of the survival period for applicable time limitation set forth in Section 6.4. The Claim Notice shall describe such representation claim and the nature and amount, or warranty under Section 9.1anticipated amount, of the Damages, to the extent that the nature and amount thereof are determinable at such time. In the event If the Indemnifying Party does not notify Person in good faith objects to any claim made in such Claim Notice, then the Indemnifying Person shall deliver a written notice (a “Claim Dispute Notice”) to the Indemnified Party within Person during the thirty (30) days day period commencing following its or his receipt delivery by the Indemnified Person of the Claim Notice. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made in the Claim Notice. Each claim for indemnification set forth in such Claim Notice shall be deemed to have been conclusively determined in the Indemnified Person’s favor for purposes of this ARTICLE VI on the terms set forth in the Claim Notice upon the earlier of (i) notice that the Indemnifying Party disputes its Person agrees with the Direct Claims asserted in the Claim Notice or his liability (ii) expiration of such thirty (30) day period if the Indemnifying Person does not deliver a Claim Dispute Notice to the Indemnified Party under this Article IX or Person prior to the amount thereofexpiration of such thirty (30) day period. In such event, the claim specified by the Indemnified Party in Person will be free to pursue such notice shall remedies as may be conclusively deemed a liability of the Indemnifying Party under this Article IX, and the Indemnifying Party shall pay the amount of such liability available to the Indemnified Party on demand or, in the case of any notice in which the amount 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 Person at 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 Person’s expense pursuant to the Indemnified Party immediately available funds in an amount equal terms and subject to such claim as determined hereunderthe provisions of this Agreement.

Indemnification Procedure for Direct Claims. In the event an applicable Indemnified Party claims a right to payment pursuant to this Article IX that should have an indemnification claim against an applicable Indemnifying Party hereunder which does not involve a Third Party Claim or Warranty Work(a “Direct Claim”), such the applicable Indemnified Party shall send transmit to the applicable Indemnifying Party a written notice containing an estimate of the Losses attributable to such Direct Claim and the basis of the applicable Indemnified Party’s request for indemnification under this Agreement within thirty (30) days after learning of such claim to Direct Claim (athe “Direct Indemnification [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) in the case IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Notice”). Following transmission of the Purchaser and Purchaser Indemnified PartiesDirect Indemnification Notice, the Seller, and (b) in the case of the Seller and Seller Indemnified Parties, the Purchaser. Such notice shall specify the basis for such claim. The failure by any applicable Indemnified Party so to notify shall host a meeting or telephone conference (the “Direct Indemnification Meeting”) with the Indemnifying Party shall not relieve to ensure the Indemnifying Party from any liability that it may have received the Direct Indemnification Notice and to such Indemnified Party with respect to any claim made pursuant to this Section 9.6, it being understood that notices for claims in respect of a breach of a representation discuss or warranty must be delivered prior to dispute the expiration of Direct Claim. If the survival period for such representation or warranty under Section 9.1. In the event the applicable Indemnifying Party does not notify the applicable Indemnified Party in writing within thirty (30) days following its or his receipt from the date of such notice the Direct Indemnification Meeting that the applicable Indemnifying Party disputes its or his liability to the Indemnified Party under this Article IX or the amount thereof, the claim a Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice, such notice Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice shall be conclusively deemed a liability of the applicable Indemnifying Party under this Article IX, hereunder and the applicable Indemnifying Party shall pay be liable for any and all Losses in connection with such Direct Claim(s) specified by the amount of such liability to the applicable Indemnified Party on demand or, in the case of any notice in which Direct Indemnification Notice. If the amount 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 applicable Indemnifying Party has timely disputed its or his liability with respect to such claim a Direct Claim(s) specified by the applicable Indemnified Party in the Direct Indemnification Notice as provided abovein this Section 12.4, such dispute shall be resolved by litigation in accordance with the terms and conditions of Sections 19.3, 19.4, and 19.5. A failure by the applicable Indemnified Party to give timely, complete, or accurate notice as provided in this Section 12.4 will not affect the rights or obligations of the applicable Indemnifying Party except and only to the extent that, as promptly as possiblea result of such failure, such Indemnified Party and the appropriate applicable Indemnifying Party shall establish the merits entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and amount materially damaged as a result 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 failure to the Indemnified Party immediately available funds in an amount equal to such claim as determined hereundergive timely notice.

Indemnification Procedure for Direct Claims. In the event an If a claim for Losses (a “Claim”) is to be made by any Indemnified Party claims a right to payment pursuant to this Article IX that does not involve a Third Party Claim or Warranty Workthird party, such Indemnified Party shall send 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 such claim any fact, condition or event giving rise to (a) in the case of the Purchaser and Purchaser Indemnified PartiesLosses for which indemnification may be sought under Sections 11.1 or 11.2, the Seller, and (b) in the case of the Seller and Seller Indemnified Parties, the Purchaser. Such notice which Claim Notice shall specify in reasonable detail, to the basis for extent reasonably known and practicable at such claimtime. The failure by of any Indemnified Party so to notify 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 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, and whether and to what extent any amount is payable in respect of the Claim Notice and the Indemnified Party shall assist the Indemnifying Party shall not relieve Party’s investigation by giving such reasonably requested information in the Indemnifying Party from any liability that it may have to such possession of the Indemnified Party with respect to such Claim Notice upon prior written notice and during normal business hours as the Indemnifying Party or any claim made of its professional advisors may reasonably request. If the Indemnifying Party fails to respond within thirty (30) days after 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 9.6, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 9.1. In the event the Indemnifying Party does not notify the Indemnified Party 11.6 within thirty (30) days following its or his receipt of such notice 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 disputes its or his liability to and the Indemnified Party under this may seek legal redress in accordance with Article IX or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively 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 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 claim as determined hereunderXIII.