Common use of Matters not Involving Third Party Claims Clause in Contracts

Matters not Involving Third Party Claims. Buyer Indemnitees or Seller Indemnitees may make a claim under this Article VIII that does not involve a Third Party Claim in any amount to which they may be entitled under this Article VIII by providing a Claim for Indemnification against the appropriate Indemnifying Party promptly (but in no event more than 10 Business Days) after such Indemnified Party has notice of any Losses that may give rise to a Claim for Indemnification; provided, however, that no delay on the part of a Buyer Indemnitee or Seller Indemnitee in notifying such Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent) such Indemnifying Party is actually prejudiced by such delay. Such Indemnifying Party shall have 30 days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party. If an objection is delivered by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 20 Business Days from the date the Indemnified Party receives such objection prior to commencing any Proceeding with respect to such Claim for Indemnification.

Matters not Involving Third Party Claims. Buyer Indemnitees or Seller Indemnitees may make a claim under this Article VIII for any matter that does not involve a Third Party Claim in any amount to which they may be entitled under this Article VIII IX by providing a Claim for Indemnification against the appropriate Indemnifying Party other promptly (but in no event more than 10 Business Days) after such Indemnified Party has notice of any Losses that Adverse Consequence which may give rise to a Claim for Indemnification; provided, however, that no delay on the part of a Buyer Indemnitee or Seller Indemnitee in notifying such Indemnifying Party the other shall relieve the Indemnifying Party from any obligation hereunder unless (and then only solely to the extent) such the Indemnifying Party is actually prejudiced by such delay. Such The Indemnifying Party shall have 30 thirty (30) days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with Section 9.1(h). If an objection is delivered timely interposed by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 20 twenty (20) Business Days from the date the Indemnified Party receives such objection prior to commencing any Proceeding arbitration, formal legal action, suit or proceeding with respect to such Claim for Indemnification.

Matters not Involving Third Party Claims. Buyer Indemnitees or Seller Indemnitees Seller, may make a claim under this Article VIII for any matter that does not involve a Third Third-Party Claim in any amount to which they Buyer or Seller may be entitled under this Article VIII 8 by providing a Claim for Indemnification against the appropriate Indemnifying Party other promptly (but in no event more than 10 Business Days) after such Indemnified Party has notice of any Losses that Adverse Consequence which may give rise to a Claim for Indemnification; provided, however, that no delay on the part of a Buyer Indemnitee or Seller Indemnitee in notifying such Indemnifying Party the other shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent) such Indemnifying Party is actually prejudiced by such delay. Such The Indemnifying Party shall have 30 days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with Section 8.6. If an objection is delivered timely interposed by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 20 Business Days from the date the Indemnified Party receives such objection prior to commencing any Proceeding arbitration, formal legal action, suit or proceeding with respect to such Claim for Indemnification.

Matters not Involving Third Party Claims. Buyer Indemnitees or Seller Indemnitees may make a claim under this Article VIII for any matter that does not involve a Third Party Claim in any amount to which they may be entitled under this Article VIII §8 by providing a Claim for Indemnification against the appropriate Indemnifying Party other promptly (but in no event more than 10 Business Days) after such Indemnified Party has notice of any Losses that Adverse Consequence which may give rise to a Claim claim for Indemnificationindemnification; provided, however, that no delay on the part of a Buyer Indemnitee or Seller Indemnitee in notifying such Indemnifying Party the other shall relieve the Indemnifying Party from any obligation hereunder unless (and then only solely to the extent) such the Indemnifying Party is actually prejudiced by such delay. Such The Indemnifying Party shall have 30 days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with §8(g). If an objection is delivered timely interposed by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 20 Business Days days from the date the Indemnified Party receives such objection prior to commencing any Proceeding with respect arbitration pursuant to such Claim for Indemnification§10(o).

Matters not Involving Third Party Claims. Buyer Indemnitees or Seller Indemnitees Sellers may make a claim under this Article VIII for any matter that does not involve a Third Party Claim in any amount to which they may be entitled under this Article VIII §8 by providing a Claim for Indemnification against the appropriate Indemnifying Party other promptly (but in no event more than 10 Business Days) after such Indemnified Party has notice of any Losses that Adverse Consequence which may give rise to a Claim for Indemnification; provided, however, that no delay on the part of a Buyer Indemnitee or Seller Indemnitee Sellers in notifying such Indemnifying Party the other shall relieve the Indemnifying Party from any obligation hereunder unless (and then only solely to the extent) such the Indemnifying Party is actually prejudiced by such delay. Such The Indemnifying Party shall have 30 thirty (30) days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with §8(g). If an objection is delivered timely interposed by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 20 twenty (20) Business Days from the date the Indemnified Party receives such objection prior to commencing any Proceeding arbitration, formal legal action, suit or proceeding with respect to such Claim for Indemnification.

Matters not Involving Third Party Claims. Buyer The Alpha Indemnitees or Seller the Nxxxxxxxxx Indemnitees may make a claim under this Article VIII for any matter that does not involve a Third Party Claim in any amount to which they may be entitled under this Article VIII V by providing a Claim for Indemnification against the appropriate Indemnifying Party other promptly (but in no event more than 10 Business Days) after such Indemnified Party has notice of any Losses that Adverse Consequence which may give rise to a Claim for Indemnification; provided, however, that no delay on the part of a Buyer Indemnitee the Alpha Indemnitees or Seller Indemnitee Nxxxxxxxxx Indemnitees in notifying such Indemnifying Party the other shall relieve the Indemnifying Party from any obligation hereunder unless (and then only solely to the extent) such the Indemnifying Party is actually prejudiced by such delay. Such The Indemnifying Party shall have 30 days Business Days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with Section 5.8. If an objection is delivered timely interposed by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 20 Business Days from the date the Indemnified Party receives such objection prior to commencing any Proceeding with respect to such Claim for Indemnification.

Matters not Involving Third Party Claims. Buyer Indemnitees or Seller Indemnitees An Indemnified Party may make a claim under this Article VIII for any matter that does not involve a Third Party Claim in any amount to which they may be entitled under this Article VIII VI by providing a Claim for Indemnification against written notice to the appropriate Indemnifying Party promptly (but in no event more than 10 Business Days) after such Indemnified Party has notice of any Losses that may give rise Damages for which the Indemnified Party will make a claim for indemnification, setting forth in reasonable detail the nature of the claim, the basis on which indemnification is sought and, to a Claim for Indemnificationthe extent such amount is reasonably calculable, the amount of the asserted Damages; provided, however, that no delay on the part of a Buyer Indemnitee or Seller Indemnitee an Indemnified Party in notifying such an Indemnifying Party shall relieve reduce the Indemnifying Party from any obligation hereunder Indemnified Party’s rights to indemnification under this Article VI unless (and then only to the extent) such Indemnifying Party is actually prejudiced by such delay. Such Indemnifying Party shall have 30 days to may object to the Claim claim for Indemnification indemnification by delivery of a written notice of such objection to the Indemnified Party within thirty (30) days of such Indemnifying Party’s receipt of the applicable claim for indemnification. If an objection is timely delivered by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 20 thirty (30) Business Days from the date the Indemnified Party receives such objection prior to commencing any Legal Proceeding with respect to such Claim claim for Indemnificationindemnification.