INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, and the Indemnifying Party will have a period of thirty (30) calendar days within which to satisfy such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party will be deemed to have rejected such Direct Claim, in which event the Indemnitee will be free to pursue such remedies as may be available to the Indemnitee under this Article 11.
INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.
INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. 45 11.6 FAILURE TO GIVE TIMELY NOTICE..................................................................45 11.7
INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. 38 11.5 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 11.6 Indemnification Buffer . . . . . . . . . . . . . . . . . . . . . . . . 38 ARTICLE XII Condemnation and Destruction 12.1 Casualty or Condemnation in General . . . . . . . . . . . . . . . . . 38 12.2 Adjustment of Claims and Condemnation Proceedings . . . . . . . . . . 39 ARTICLE XIII Miscellaneous 13.1 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 13.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 13.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 13.4 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 13.5 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 13.6 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . 41 13.7 Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . 41
INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. The Indemnifying Party shall, promptly upon written notice and demand given by the Indemnified Party, pay and reimburse the Indemnified Party for the amount of any uncontested Loss paid or incurred by the Indemnified Party with respect to any other claims for indemnification arising under Sections 11.1 or 11.2 hereunder and which are not covered by Section 11.3 above with respect to Third Party Claims.
INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. A claim for indemnification pursuant to this Article VI for any matter not involving a Third Party Claim shall be asserted by an indemnified party by notice to the indemnifying party, which notice shall include a reasonably specific description of the basis for such claim and the amount (if known) of asserted Losses. Notwithstanding the foregoing, the failure to notify or any delay in notifying the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party’s failure to give or delay in giving such notice, and then only to the extent of such prejudice. In the event the indemnifying party disputes its Liability with respect to such claim, 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 or otherwise) and, within five (5) Business Days following the final determination of the merits and amount, if any, of such claim, the indemnifying party shall pay, or cause to be paid, to the indemnified party by wire transfer of immediately available funds to an account designated by the indemnified party, an amount equal to such claim as determined hereunder, subject to the limitations set forth in Section 6.5.
INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. A claim for indemnification for any matter not involving a third party claim may be asserted by written notice (an "Indemnification Notice") to the party from whom indemnification is sought, specifying in reasonable detail the nature of the event which the Indemnified Party asserts entitles it to indemnification hereunder and the amount of (if determinable) and the basis for the indemnification claim. The Indemnifying Party shall, within fifteen business days after the receipt of an Indemnification Notice, either: (i) acknowledge the debt, liability or obligation for which indemnity is sought and pay the Indemnified Party an amount sufficient to discharge such debt, liability or obligation, or (ii) notify the Indemnified Party in writing that it contests the Indemnifying Party's entitlement to indemnification or disagrees as to the amount due specifying the basis for such contest or disagreement. Failure of an Indemnifying Party to respond within fifteen business days following receipt of an Indemnification Notice hereunder shall be deemed acknowledgment of the right of the Indemnified Party to indemnification hereunder and give rise to the immediate right in the Indemnified Party to payment in full from the Indemnifying Party of the amount claimed in such Indemnification Notice.
INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. A claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the party from whom indemnification is sought and shall specify in reasonable detail the nature of the claim and, if such amount is liquidated and determinable, the dollar amount of the Loss or, if the dollar amount is not then liquidated and determinable, a good faith estimate thereof, and shall include copies of all documents relating to the claim.
INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, and the Indemnifying Party will have a period of 30 calendar days within which to satisfy such Direct Claim. If the Indemnifying Party does not so respond within such 30 calendar day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to the Indemnitee under this Article IX. It is recognized by the parties and it is hereby agreed that the law suit identified in Section 9.1(b) is a Third Party Claim for which the Acquired Companies and Fortress effective the Closing Date shall be entitled to indemnification pursuant to Section 9.3 and no formal notice will be required to invoke the duty to indemnify.
INDEMNIFICATION PROCEDURE -- OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party action or proceeding may be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, and the Indemnifying Party will have a period of thirty (30) days within which to satisfy such Damages. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party will be deemed to have rejected such claim for indemnification, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under Sections 7.07 and 7.08(b). A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 7.05 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice suffers actual and material prejudice as a result of such failure but in no event shall such failure to notify the Indemnifying Party (i) constitute prejudice suffered by the Indemnifying Parties if it has otherwise received notice of the actions giving rise to such obligation to indemnify or (ii) relieve it from any liability or obligation that it may otherwise have to such Indemnified Party under this Agreement or any Transaction Document.
