Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) describing in good faith, on a non-binding basis, the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that failure to provide such notice promptly shall not affect the rights of such Indemnified Party, except to the extent set forth in Section 10.4(f). If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty (30) days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved as provided in Sections 12.9 and 12.10 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an any Indemnified Party should have a an indemnification claim against an the Indemnifying Party hereunder which under this Agreement that does not involve a Third Party Claim (claim by a “Direct Claim”)third party, the Indemnified Party shall transmit promptly deliver notice of such claim to the Indemnifying Party a written notice (in writing and in reasonable detail. The failure by any Indemnified Party to so notify the “Direct Indemnification Notice”) describing in good faith, on a non-binding basis, the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that failure to provide such notice promptly Indemnifying Party shall not affect relieve the rights of Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent set forth in Section 10.4(f)that the Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty fifteen (3015) days from Business Days following its receipt of the Direct Indemnification Notice such notice that the Indemnifying Party disputes such Direct Claimclaim, the Direct Claim such claim specified by the Indemnified Indemnifying Party in the Direct Indemnification Notice such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder. If under this Article IX and the Indemnifying Party has timely disputed shall pay the amount of such Direct Claimliability to the Indemnified Party on demand, as provided aboveor in the case of any notice in which the amount of the claim is estimated, on such dispute shall be resolved as provided in Sections 12.9 and 12.10 hereoflater date when the amount of such claim is finally determined.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) describing in good faith, on a non-binding basis, reasonable detail the nature of the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that failure to provide such notice promptly shall not affect the rights of such Indemnified Party, except to the extent set forth in Section 10.4(f). If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty fifteen (3015) days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigation as provided in Sections 12.9 10.8 and 12.10 10.9 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have of a claim against an Indemnifying Party hereunder which that does not involve a Third Party Claim (a “Direct Claim”)being asserted against it, the Indemnified Party shall transmit send a Notice of Claim (a) if the Indemnified Party is a Buyer Indemnitee, to Sellers’ Representative or (ii) if the Indemnified Party is a Seller Indemnitee, to the Indemnifying Party a written notice (Buyers. The Notice of Claim shall set forth the “Direct Indemnification Notice”) describing in good faithamount, on a non-binding basisif known, the Direct Claimor, if not known, an estimate of the foreseeable maximum amount of damages attributable to claimed Losses (which estimate shall not be conclusive of the final amount of such Direct Claim Losses) and a description of the basis for such claim. The Indemnifying Party will have thirty (30) days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnified Party in determining the validity of the Indemnified Party’s request claim for indemnification under this Agreement; provided that failure to provide such notice promptly shall not affect the rights of such Indemnified Party, except to the extent set forth in Section 10.4(f)indemnity. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) give notice to the Indemnified Party in writing that it disputes such claim within thirty (30) calendar days from after its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct of Claim, the Direct claim specified in such Notice of Claim specified by the Indemnified Party in the Direct Indemnification Notice shall will be conclusively deemed a liability of the Indemnifying Party Loss subject to indemnification hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved as provided in Sections 12.9 and 12.10 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) describing in good faith, on a non-binding basis, the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim and reasonable detail the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that failure to provide such notice promptly shall not affect the rights of such Indemnified Party, except to the extent set forth in Section 10.4(f). If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty (30) days Business Days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigation as provided in Sections 12.9 and 12.10 Section 10.9 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) describing in good faith, on a non-binding basis, reasonable detail the nature of the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that failure to provide such notice promptly shall not affect the rights of such Indemnified Party, except to the extent set forth in Section 10.4(f). If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty twenty (3020) days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigation as provided in Sections 12.9 11.9 and 12.10 11.10 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) describing in good faith, on a non-binding basis, reasonable detail the nature of the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that failure to provide such notice promptly shall not affect the rights of such Indemnified Party, except to the extent set forth in Section 10.4(f). If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty fifteen (3015) days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigation as provided in Sections 12.9 10.9 and 12.10 10.10 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party (acting through the Stockholder Representatives in the case of a Company Indemnified Party) shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) describing in good faith, on a non-binding basis, the Direct Claim, containing (i) an estimate of the amount of damages attributable to such Direct Claim and Claim, (ii) the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that failure to provide such notice promptly shall not affect Agreement and (iii) the rights individual items of such Indemnified Party, except to Loss included in the extent set forth in Section 10.4(f)estimate. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty (30) calendar days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved as provided in Sections 12.9 and 12.10 hereofby litigation.