Method and Manner of Paying Claims. In the event of any claims under this Section 11, the claimant shall advise the party or parties who are required to provide indemnification therefor in writing of the amount and circumstances surrounding such claim in reasonable detail. With respect to liquidated claims, if within thirty days the other party has not contested such claim in writing, the other party will pay the full amount thereof within ten days after the expiration of such period. Any amount owed by an Indemnifying Party hereunder with respect to any Claim may be set-off by the Indemnified Party against any amounts owed by the Indemnified Party to any Indemnifying Party. The unpaid balance of a Claim shall bear interest at the Prime Rate from the date notice thereof is given by the Indemnified Party to the Indemnifying Party.
Method and Manner of Paying Claims. In the event of any claims for indemnification under this Article 8, the claimant shall advise the Party that is required to provide indemnification therefor in writing of the amount and circumstances surrounding such claim. With respect to a liquidated claim, if within thirty (30) days the other Party has not contested such claim in writing, the other Party shall pay the full amount thereof within ten (10) days after the expiration of such 30-day period. Any amount owed by an Indemnifying Party hereunder with respect to any Claim may be set-off by the Indemnified Party against any amounts owed by the Indemnified Party to the Indemnifying Party. The unpaid balance of a claim for indemnification under this Article 8 shall bear interest at a rate per annum equal to the lowest prime rate published in the Wall Street Journal in its "Money Rates" column on the date notice thereof is given by the Indemnified Party to the Indemnifying Party.
Method and Manner of Paying Claims. In the event of any claims under ------ --- ------ -- ------ ------ this Article 9, the claimant shall advise the party or parties who are required to provide indemnification therefor in writing of the amount and circumstances surrounding such claim. With respect to liquidated claims, if within thirty (30) days the other party has not contested such claim in writing, the other party will pay the full amount thereof within ten (10) days after the expiration of such period. Any amount owed by an Indemnifying Party hereunder with respect to any Claim may be set-off by the Indemnified Party against any amounts owed by the Indemnified Party to any Indemnifying Party.
Method and Manner of Paying Claims. Subject to the Indemnifying Party's right pursuant to Section 11.5 to defend, negotiate, compromise and settle a Third Party Claim, the amount of any Claim shall be paid by the Indemnifying Party forthwith on demand. The unpaid balance of a Claim shall bear interest at the Prime Rate plus 600 basis points from the date notice thereof is given by the Indemnified Party to the Indemnifying Party; provided that the Indemnifying Party shall only be obligated to pay interest on that portion of such Claim ultimately determined to be owed to the Indemnified Party.
Method and Manner of Paying Claims. In the event any claim included in a Claim Notice is contested by Indemnitor Representative, he shall provide a written notice delivered to Indemnitee Representative within fifteen (15) calendar days after the delivery of the Claim Notice, such notice describing in reasonable detail the grounds for contesting any such claims. In the event any claim included in a Claim Notice is not contested as provided in the previous sentence, Indemnitee Representative shall instruct the Escrow Agent as to the number of Escrow Shares that shall be released from escrow and delivered to their holders pro rata in satisfaction of the claims, which number shall equal (x) the amount of the applicable Loss, (y) divided by $0.25.
Method and Manner of Paying Claims. In the event of any Claims under this Section 10, the claimant shall advise the party or parties who are required to provide indemnification therefor in writing of the amount and circumstances surrounding such claim. With respect to liquidated claims, if within thirty (30) days the other party has not contested such claim in writing, the other party will pay the full amount thereof within ten (10) days after the expiration of such period. Any amount owed by an Indemnifying Party hereunder with respect to any Claim may be set-off by the Indemnified Party against any amounts owed by the Indemnified Party to any Indemnifying Party.
Method and Manner of Paying Claims. In the event any Claim Notice is delivered under this Article VIII, (a) the Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such Claim within 30 days of receipt of the Claim Notice from the Indemnified Party or (b) if the Indemnifying Party disputes such Claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 30-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. After (i) the Indemnifying Party has acknowledged and agreed to pay any Claim pursuant to this Section 8.3, (ii) any dispute under this Section 8.3 has been resolved in favor of indemnification by written agreement between the parties, or (c) any dispute under this Section 8.3 has been finally resolved in favor of indemnification by a final judgment or decree of any court of competent jurisdiction, then the Indemnifying Party shall pay the amount of such Claim to the Indemnified Party within five Business Days after the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, by wire transfer in immediately available funds, to such account as is designated in writing by the Indemnified Party. With respect to Claims under Section 8.1(a), such Claims will be subject to the limitations and exceptions set forth in this Article VIII.
Method and Manner of Paying Claims. In the event of any claims under this Article 12, the claimant shall advise the party or parties who are required to provide indemnification therefor in writing of the amount and circumstances surrounding such claim. With respect to liquidated claims, if within thirty days the other party has not contested such claim in writing, the other party will pay the full amount thereof within ten days after the expiration of such period. Any amount owed by an Indemnifying Party hereunder with respect to any Claim may be set-off by the Indemnified Party against any amounts owed by the Indemnified Party to any Indemnifying Party. The unpaid balance of a Claim shall bear interest at a rate per annum equal to the rate announced by The First National Bank of Boston as its "Base Rate" plus two percent (2%) from the date notice thereof is given by the Indemnified Party to the Indemnifying Party.
Method and Manner of Paying Claims. In the event of any claims under this Section 11 (each a “Claim”), the indemnified party shall advise the indemnifying party in writing of the amount and circumstances surrounding such Claim. With respect to liquidated Claims, if within thirty days the indemnifying party has not contested such Claim in writing, the indemnifying party will pay the full amount thereof within ten days after the expiration of such period. The term “Final Indemnity Amount” as used herein, means any amount owed by an indemnifying party hereunder with respect to any Claim that is (i) not contested within the thirty-day period set forth in the preceding sentence, (ii) agreed upon in writing by the indemnifying party and the indemnified party, (iii) determined by a court of competent jurisdiction in a final, non-appealable order or (iv) if such Claim is governed by Section 11.5 above, that is binding on the indemnifying party pursuant to the terms of Section 11.5. A Final Indemnity Amount, but not any other amount or claim, that has not been paid by the indemnifying party may be set off by the indemnified party against any amounts owed to the indemnified party by the indemnifying party. The unpaid balance of a Claim shall bear interest at a rate per annum equal to the rate announced by Citibank, N.A., as its “Base Rate” plus two percent (2%) from the date the amount of such Claim becomes a Final Indemnity Amount. This Section 11 and the Escrow Agreement shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any Schedule or hereto). Notwithstanding the foregoing, nothing in this Section 11 shall limit or restrict any rights or remedies of a party in respect of (a) claims for fraud or willful misrepresentation or (b) claims for specific performance or other injunctive relief.
Method and Manner of Paying Claims. In the event of any Claims under this Section 13, the claimant shall advise the party or parties who are required to provide indemnification therefor in writing of the amount and circumstances surrounding such claim. With respect to liquidated Claims, if within thirty (30) days the other party has not contested such Claim in writing, then, and subject to the limitations with respect to Claims set forth in Section 13.5 below, the other party will pay the full amount of such liquidated Claim within ten (10) days after the expiration of such thirty-day period. Any amount owed by any of the Sellers as an Indemnifying Party hereunder with respect to any Claim (other than Unlimited Claims and Cash Tax Claims, each as defined below) shall be paid in accordance with, and subject to the recourse limitations referred to in, Section 13.6
