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

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party shall send a written notice to the Indemnifying Party (“Claim Notice”). Such Claim Notice shall set forth the Losses incurred and a reasonably detailed description of the basis for such claim. The Indemnifying Party will have thirty (30) days from receipt of such Claim Notice to dispute the claim and will reasonably cooperate and work in good faith with the Indemnified Party to determine the validity of such claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within thirty (30) days after its receipt of the Claim Notice, the Indemnified Party shall be conclusively deemed to have actually incurred the claim specified in such Claim Notice subject to indemnification under this ARTICLE VI and shall be deemed to have agreed that the Indemnified Party is entitled to recover the amount claimed in the Claim Notice from the Indemnifying Party.

Indemnification Procedures for Non-Third Party Claims. In the event of If a claim Claim is to be made by any Indemnified Party that does not involve a Third Party Claim being asserted against itthird party, the such Indemnified Party shall send a give written notice (a “Direct Claim Notice”) to the Indemnifying Party (“Claim Notice”). Such Claim Notice shall set forth the Losses incurred and a reasonably detailed description of the basis for such claim. The Indemnifying Party will have thirty (30) days from receipt of such Claim Notice to dispute the claim and will reasonably cooperate and work in good faith with the Indemnified Party to determine the validity of such claimParty. If the applicable Indemnifying Party does not give notice to notifies the Indemnified Party that it disputes they do not dispute the claim described in such claim Direct Claim Notice within thirty (30) days after its following receipt of the such Direct Claim Notice, the Indemnified Party shall Losses identified in the Direct Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section ‎10.2(a) or Section ‎10.2(b), as applicable. If the Indemnifying Party rejects such claim or fails to have actually incurred respond during such thirty (30) day period (in which case the claim specified in such Claim Notice subject to indemnification under this ARTICLE VI and Indemnifying Party shall be deemed to have agreed that rejected such claim), the Indemnified Party is entitled Parties shall negotiate in good faith for a period of thirty (30) days to recover resolve such matter. If the amount claimed in Parties cannot resolve the Claim Notice from the Indemnifying Partydispute during such thirty (30) day period they shall have all rights and remedies available to them under applicable Law.

Indemnification Procedures for Non-Third Party Claims. In the event of If a claim Claim is to be made by any Indemnified Party that does not involve a Third Party Claim being asserted against itthird party, the such Indemnified Party shall send a give written notice (a “Direct Claim Notice”) to the Indemnifying Party (“Claim Notice”if notice is to be given to the Sellers, than such notice is to be given to the Seller Representative). Such Claim Notice shall set forth the Losses incurred and a reasonably detailed description of the basis for such claim. The Indemnifying Party will have thirty (30) days from receipt of such Claim Notice to dispute the claim and will reasonably cooperate and work in good faith with the Indemnified Party to determine the validity of such claim. If the applicable Indemnifying Party does not give notice to notifies the Indemnified Party that it disputes they do not dispute the claim described in such claim Direct Claim Notice within thirty (30) days after its following receipt of the such Direct Claim Notice, the Indemnified Party shall Losses identified in the Direct Claim Notice will be conclusively deemed a Liability of the Indemnifying Party under Section 10.2(a) or Section 10.2(b), as applicable. If the Indemnifying Party rejects such claim or fails to have actually incurred respond during such thirty (30) day period (in which case the claim specified in such Claim Notice subject to indemnification under this ARTICLE VI and Indemnifying Party shall be deemed to have agreed that rejected such claim) the Indemnified Party is entitled parties shall negotiate in good faith for a period of thirty (30) days to recover resolve such matter. If the amount claimed in parties cannot resolve the Claim Notice from the Indemnifying Partydispute during such thirty (30) day period they shall have all rights and remedies available to them under applicable Law.

Indemnification Procedures for Non-Third Party Claims. In the event of If a claim Claim is to be made by any Indemnified Party that does not involve a Third Party Claim being asserted against itthird party, the such Indemnified Party shall send a give written notice (a “Direct Claim Notice”) to the Indemnifying Party (“Claim Notice”if notice is to be given to the Sellers, than such notice is to be given to the Seller Representative). Such Claim Notice shall set forth the Losses incurred and a reasonably detailed description of the basis for such claim. The Indemnifying Party will have thirty (30) days from receipt of such Claim Notice to dispute the claim and will reasonably cooperate and work in good faith with the Indemnified Party to determine the validity of such claim. If the applicable Indemnifying Party does not give notice to notifies the Indemnified Party that it disputes they do not dispute the claim described in such claim Direct Claim Notice within thirty (30) days after its following receipt of the such Direct Claim Notice, the Indemnified Party shall Losses identified in the Direct Claim Notice will be conclusively deemed a Liability of the Indemnifying Party under Section 7.2(a) or Section 7.2(b), as applicable. If the Indemnifying Party rejects such claim or fails to have actually incurred respond during such thirty (30) day period (in which case the claim specified in such Claim Notice subject to indemnification under this ARTICLE VI and Indemnifying Party shall be deemed to have agreed that rejected such claim) the Indemnified Party is entitled parties shall negotiate in good faith for a period of thirty (30) days to recover resolve such matter. If the amount claimed in parties cannot resolve the Claim Notice from the Indemnifying Partydispute during such thirty (30) day period they shall have all rights and remedies available to them under applicable Law.