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

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

Indemnification Procedures for Non-Third Party Claims. If a Claim is to be made by any In the event an Indemnified Party that should have a claim against an Indemnifying Party hereunder which does not involve a third party, such Indemnified Third Party shall give written notice Claim (a “Direct Claim Claim”), the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) to describing in reasonable detail the Indemnifying basis of the Indemnified Party’s request for indemnification under this Agreement. If the applicable Indemnifying Party notifies does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within fifteen (15) Business Days from its receipt of the Direct Indemnification Notice that they do not dispute the claim described in Indemnifying Party disputes such Direct Claim Notice within thirty (30) days following receipt of such Claim, the Direct Claim Notice, specified by the Losses identified Indemnified Party in the Direct Claim Indemnification Notice will shall be conclusively deemed a liability of the Indemnifying Party under Section ‎10.2(a) or Section ‎10.2(b), as applicablehereunder. If the Indemnifying Party rejects has timely disputed such claim or fails to respond during Direct Claim, as provided above, such thirty (30) day period (in which case the Indemnifying Party dispute shall be deemed to have rejected such claim), the Parties shall negotiate resolved by litigation as provided in good faith for a period of thirty (30) days to resolve such matter. If the Parties cannot resolve the dispute during such thirty (30) day period they shall have all rights Sections 11.9 and remedies available to them under applicable Law11.10 hereof.