Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. (1) In the event an Indemnified Party has a claim hereunder that does not involve a claim being asserted against or sought to be collected by a third party, such Indemnified Party shall with reasonable promptness deliver a Claim Notice with respect to such claim to the Stockholder Agent (with a copy to the Escrow Agent). If the Stockholder Agent does not notify such Indemnified Party within thirty (30) calendar days from the date of receipt of such Claim Notice that the Stockholder Agent disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Parties hereunder. In case the Stockholder Agent shall object in writing to any claim made in accordance with this Section 8.4(b)(1), the Indemnified Party shall have fifteen (15) calendar days to respond in a written statement to the objection of the Stockholder Agent. If after such fifteen (15) calendar day period there remains a dispute as to any claim, the Indemnified Party and Stockholder Agent shall attempt in good faith for sixty (60) calendar days to agree upon the rights of the respective parties with respect to each of such claims. If the Indemnified Party and Stockholder Agent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If such parties do not so agree, the Indemnified Party and Stockholder Agent shall resolve such dispute pursuant to Section 8.6. (2) If Parent or any Indemnified Party is making a claim against the Escrow Account, the Escrow Agent shall refrain from disbursing any portion of the Escrow Account until resolution of such dispute pursuant to this Section 8.4 (including, if applicable, Section 8.6).

Non-Third Party Claims. (1) In the event an a Parent Indemnified Party has a claim hereunder that does not involve a claim being asserted against or sought to be collected by a third party, such the Parent Indemnified Party shall with reasonable promptness deliver send a Claim Notice with respect to such claim to the Stockholder Principals and the Escrow Agent (with a copy to the Escrow Agentif applicable). If both the Stockholder Agent does Principals do not notify such the Parent Indemnified Party within thirty ten (3010) calendar days from the date of receipt of such Claim Notice that the Stockholder Agent indemnifying party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Parties indemnifying party hereunder. In case the Stockholder Agent Principals shall object in writing to any claim made in accordance with this Section 8.4(b)(16.03(b), the Parent Indemnified Party shall have fifteen (15) calendar days to respond in a written statement to the objection of the Stockholder AgentPrincipals. If after such fifteen (15) calendar day period there remains a dispute as to any claim, the Indemnified Party and Stockholder Agent parties shall attempt in good faith for sixty (60) calendar days to agree upon the rights of the respective parties with respect to each of such claims. If the Indemnified Party and Stockholder Agent parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both all parties. If such the parties do not so agree, the Indemnified Party and Stockholder Agent shall resolve such dispute pursuant to Section 8.6. (2) If Parent or any Indemnified Party is making a claim has been made against the Escrow AccountFund, the Escrow Agent shall refrain from disbursing any portion of the Escrow Account Fund until resolution of such dispute pursuant to this Section 8.4 in the form of (including, if applicable, Section 8.6)i) a final written decision of an arbitrator or (ii) a final non-appealable order of a court of competent jurisdiction.

Non-Third Party Claims. (1) In the event an Indemnified Party has a With respect to any claim for indemnification hereunder that which does not involve a claim being asserted against or sought to be collected by a third partyThird Party Claim, such the Indemnified Party shall with reasonable promptness deliver a Claim Notice with respect will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim to within fifteen (15) days of receipt of notice of such claim from the Stockholder Agent (with a copy to the Escrow Agent)Indemnified Party. If the Stockholder Agent does not notify such Indemnified Indemnifying Party within thirty (30) calendar days from the date of receipt of such Claim Notice that the Stockholder Agent disputes shall dispute such claim, the amount Indemnifying Party shall provide written notice of such claim shall be conclusively deemed a liability of the Indemnifying Parties hereunder. In case the Stockholder Agent shall object in writing dispute to any claim made in accordance with this Section 8.4(b)(1), the Indemnified Party shall have within such fifteen (15) calendar days to respond in a written statement to the objection of the Stockholder Agentday period. If after such fifteen (15) calendar day period there remains a dispute as to any claimclaims, the Indemnified Party Representative and Stockholder Agent Parent shall attempt in good faith for sixty thirty (6030) calendar days to agree upon the rights of the respective parties Parties with respect to each of such claimsclaims (the “Claims Period”). If the Indemnified Party Representative and Stockholder Agent Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesParent and the Representative, which memorandum shall be delivered to the Escrow Agent if recovery is from the Escrowed Shares. If no agreement can be reached after good faith negotiation between the Parties during the Claims Period, either Parent or the Representative may initiate formal legal action with the applicable court in accordance with Section 9.9 to resolve such parties do not so agreedispute. The decision of the court as to the validity and amount of any claim for indemnification shall be binding and conclusive upon the Parties to this Agreement, the Indemnified Party Parties and Stockholder Agent shall resolve such dispute pursuant to Section 8.6. (2) If Parent or any Indemnified Party is making a claim against the Escrow Account, the Escrow Agent shall refrain from disbursing any portion of the Escrow Account until resolution of be entitled to act in accordance with such dispute pursuant to this Section 8.4 (including, if applicable, Section 8.6)decision.

Non-Third Party Claims. (1i) In the event an Indemnified Party has a claim hereunder that does not involve a claim being asserted against or sought to be collected by a third party, such the Indemnified Party shall with reasonable promptness deliver send a Claim Notice with respect to such claim to the Stockholder Agent (with a copy to Representative and the Escrow Agent). If the Stockholder Agent Representative does not notify such the Indemnified Party within thirty (30) calendar days from the date of receipt of such Claim Notice that the Stockholder Agent indemnifying party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Parties indemnifying party hereunder. In case the Stockholder Agent Representative shall object in writing to any claim made in accordance with this Section 8.4(b)(17.4(b), the Indemnified Party shall have fifteen (15) calendar days to respond in a written statement to the objection of the Stockholder AgentRepresentative. If after such fifteen (15) calendar day period there remains a dispute as to any claim, the Indemnified Party and Stockholder Agent parties shall attempt in good faith for sixty (60) calendar days to agree upon the rights of the respective parties with respect to each of such claims. If the Indemnified Party and Stockholder Agent parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If such parties do not so agree, the Indemnified Party and Stockholder Agent shall resolve such dispute pursuant to Section 8.6. (2ii) If Parent or any Indemnified Party is making a claim against the Escrow Accountno such agreement can be reached after good faith negotiation, the Escrow Agent shall refrain from disbursing any portion either party may demand arbitration of the Escrow Account matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until resolution of such dispute pursuant amount is ascertained or both parties agree to this arbitration; and in either such event the matter shall be settled by arbitration as provided in Section 8.4 (including, if applicable, Section 8.6)9.8.

Non-Third Party Claims. (1) In the event an Indemnified Party has a claim hereunder that does not involve a claim being asserted against or sought to be collected by a third party, such the Indemnified Party shall with reasonable promptness deliver send a Claim Notice with respect to such claim to the Stockholder Agent (with and, if the Indemnified Party intends to make a copy claim against the Escrow Fund, to the Escrow Agent). If the Stockholder Agent does not notify such the Indemnified Party within thirty (30) calendar days from the date of receipt of such Claim Notice that the Stockholder Agent indemnifying party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Parties indemnifying party hereunder. In case the Stockholder Agent shall object in writing to any claim made in accordance with this Section 8.4(b)(17.4(b), the Indemnified Party shall have fifteen (15) calendar days to respond in a written statement to the objection of the Stockholder Agent. If after such fifteen (15) calendar day period there remains a dispute as to any claim, the Indemnified Party and Stockholder Agent parties shall attempt in good faith for sixty (60) calendar days to agree upon the rights of the respective parties with respect to each of such claims. If the Indemnified Party and Stockholder Agent parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If such the parties do not so agree, the Indemnified Party and Stockholder Agent parties shall resolve such dispute pursuant to Section 8.6. (2) 7.6. If Parent or any the Indemnified Party is making a claim against the Escrow AccountFund, the Escrow Agent shall refrain from disbursing any portion of the Escrow Account Fund until resolution of such dispute pursuant to this Section 8.4 (including, if applicable, Section 8.6)7.6.

Non-Third Party Claims. (1) In the event an a Parent Indemnified Party has a claim hereunder that does not involve a claim being asserted against or sought to be collected by a third party, such the Parent Indemnified Party shall with reasonable promptness deliver send a Claim Notice with respect to such claim to the Stockholder Principal and the Escrow Agent (with a copy to the Escrow Agentif applicable). If the Stockholder Agent Principal does not notify such the Parent Indemnified Party within thirty ten (3010) calendar days from the date of receipt of such Claim Notice that the Stockholder Agent indemnifying party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Parties indemnifying party hereunder. In case the Stockholder Agent Principal shall object in writing to any claim made in accordance with this Section 8.4(b)(16.03(b), the Parent Indemnified Party shall have fifteen (15) calendar days to respond in a written statement to the objection of the Stockholder AgentPrincipal. If after such fifteen (15) calendar day period there remains a dispute as to any claim, the Indemnified Party and Stockholder Agent parties shall attempt in good faith for sixty (60) calendar days to agree upon the rights of the respective parties with respect to each of such claims. If the Indemnified Party and Stockholder Agent parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both all parties. If such the parties do not so agree, the Indemnified Party and Stockholder Agent shall resolve such dispute pursuant to Section 8.6. (2) If Parent or any Indemnified Party is making a claim has been made against the Escrow AccountFund, the Escrow Agent shall refrain from disbursing any portion of the Escrow Account Fund until resolution of such dispute pursuant to this Section 8.4 in the form of (including, if applicable, Section 8.6)i) a final written decision of an arbitrator or (ii) a final non-appealable order of a court of competent jurisdiction.

Non-Third Party Claims. (1) In the event an a Parent Indemnified Party has a claim hereunder that does not involve a claim being asserted against or sought to be collected by a third party, such the Parent Indemnified Party shall with reasonable promptness deliver send a Claim Notice with respect to such claim to the Stockholder Principals, as Shareholder Representative of the Company Stockholders and the Escrow Agent (with a copy to the Escrow Agentif applicable). If both the Stockholder Agent does Principals, as Shareholder Representative for the Company Stockholders do not notify such the Parent Indemnified Party within thirty ten (3010) calendar days from the date of receipt of such Claim Notice that the Stockholder Agent indemnifying party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Parties indemnifying party hereunder. In case the Stockholder Agent Principals, as Shareholder Representative for the Company Stockholders shall object in writing to any claim made in accordance with this Section 8.4(b)(16.03(b), the Parent Indemnified Party shall have fifteen (15) calendar days to respond in a written statement to the objection of the Stockholder AgentPrincipals, as Shareholder Representative of the Company Stockholders. If after such fifteen (15) calendar day period there remains a dispute as to any claim, the Indemnified Party and Stockholder Agent parties shall attempt in good faith for sixty (60) calendar days to agree upon the rights of the respective parties with respect to each of such claims. If the Parent Indemnified Party Parties and Stockholder Agent the Principals, as Shareholder Representative of the Company Stockholders should so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesthe Parent Indemnified Parties and the Principals, as Shareholder Representative of the Company Stockholders, which agreement shall be binding on all of the Company Stockholders and the Company Stockholders agree that the Principals shall have the power to act for all of them as their respective Shareholder Representative. If such the parties do not so agree, the Indemnified Party and Stockholder Agent shall resolve such dispute pursuant to Section 8.6. (2) If Parent or any Indemnified Party is making a claim has been made against the Escrow AccountFund, the Escrow Agent shall refrain from disbursing any portion of the Escrow Account Fund until resolution of such dispute pursuant to this Section 8.4 in the form of (including, if applicable, Section 8.6)i) a final written decision of an arbitrator or (ii) a final non-appealable order of a court of competent jurisdiction.