Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections thereto. If the Indemnifying party does not deliver such written notice of objection within such 60- day period, the Indemnifying Party shall be deemed to not have any objections to such claim. If the Indemnifying Party does deliver such written notice of objection within such 60-day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2.

Non-Third Party Claims. In the event that an Indemnified Party should have asserts the existence of a claim against for Losses (excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Party hereunder specifying the nature and amount of the claim asserted, provided that does if the Indemnifying Party is a Shareholder, such notice may be given to the Majority Stakeholders. If the Indemnifying Party, within 30 days or such greater time as may be necessary for the Indemnifying Party to investigate such claim not involve to exceed 90 days, after receiving the notice from the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion, such assertion shall be deemed accepted and the amount of such claim shall be deemed a valid claim or demand being asserted against or sought to be collected from it by a third partyfor Losses. During the time period set forth in the preceding sentence, the Indemnified Party shall send cooperate fully with the Indemnifying Party in respect of such claim for Losses. In the event that the Indemnifying Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, the parties shall, acting in good faith, attempt to reach agreement with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 within ten days from the date after such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections theretonotice. If the Indemnifying party does parties cannot deliver such written notice of objection within such 60- day periodreach agreement, the Indemnifying Party shall be deemed to not have any objections to such claim. If the Indemnifying Party does deliver such written notice of objection within such 60-day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute claim or claims asserted shall be submitted to the Separation Committee in accordance with the procedures set forth in binding arbitration pursuant to Section 12.210.12.

Non-Third Party Claims. In the event that any Person entitled to indemnification under this Agreement (an Indemnified Party should have "INDEMNIFIED PARTY") asserts a claim against the Indemnifying Party hereunder that for indemnification which does not involve a claim or demand being asserted Third Party Claim (as defined in Section 8.4.2), against or sought which a Person is required to be collected from it by a third partyprovide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 days from the date such may acknowledge and agree by notice is delivered during which to notify the Indemnified Party in writing to satisfy such claim within 30 days of any good faith objections it has receipt of notice of such claim from the Indemnified Party. In the event that the Indemnifying Party disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party's Party within 30 days of receipt of written notice or claims for indemnificationof such claim, setting forth in a reasonable detail each basis of such dispute. In the event that the Indemnifying Party's objections thereto. If Party shall fail to provide written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party that the Indemnifying party does not deliver Party either acknowledges and agrees to pay such written notice of objection within claim or disputes such 60- day periodclaim, the Indemnifying Party shall be deemed to not have acknowledged and agreed to pay such claim in full and to have waived any objections right to dispute such claim. If Once the Indemnifying Party does deliver such written notice has acknowledged and agreed to pay any claim pursuant to this Section 8.4.1, or once any dispute under this Section 8.4.1 has been finally resolved in favor of objection within such 60-day periodindemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 8.6.1, the Indemnifying Party and shall pay the amount of such claim to the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 10 days of the delivery date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2Party.

Non-Third Party Claims. In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 sixty (60) days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections thereto. If the Indemnifying party Party does not deliver such written notice of objection within such 60- sixty-day period, the Indemnifying Party shall be deemed to not have any objections to such claim. If the Indemnifying Party does deliver such written notice of objection within such sixty (60-) day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 sixty (60) days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such sixty (60-) day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2[xx] of the Separation Agreement.

Non-Third Party Claims. In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections thereto. If the Indemnifying party does not deliver such written notice of objection within such 60- 60-day period, the Indemnifying Party shall be deemed to not have any objections to such claim. If the Indemnifying Party does deliver such written notice of objection within such 60-day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2.

Non-Third Party Claims. In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a notice Claim Notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 thirty (30) days from the date such notice Claim Notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections thereto. If the Indemnifying party Party does not deliver such written notice of objection within such 60- day thirty (30)-day period, the Indemnifying Party shall be deemed to not have any objections to such claim and within five (5) Business Days, the Indemnifying Party shall deliver to the Indemnified Party immediately available funds in an amount equal to such claim, as set forth in the Claim Notice. If the Indemnifying Party does deliver such written notice of objection within such 60-day thirty (30)-day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2Article XIII hereof.

Non-Third Party Claims. In the event that an Indemnified Party should have a claim against the Indemnifying Party With respect to any Claim for indemnification hereunder that which does not involve a claim or demand being asserted against or sought to be collected from it by a third partythird-party claim, the Indemnified Party shall send a notice with respect to such claim to will give the Indemnifying PartyParty written notice of such Claim. The Indemnifying Party shall have 60 days from the date such may acknowledge and agree by notice is delivered during which to notify the Indemnified Party in writing to satisfy such claim within 30 days after receipt of any good faith objections it has notice of such Claim from the Indemnified Party. If the Indemnifying Party shall dispute such Claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party's notice or claims for indemnificationParty within such 30-day period, setting forth in reasonable detail each the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party's objections theretoParty shall use commercially reasonable efforts to resolve such dispute within 30 days after the date such notice of dispute is received. If the Indemnifying party does not deliver such Party shall fail to provide written notice to the Indemnified Party within 30 days after receipt of objection within notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such 60- day periodClaim or disputes such Claim, the Indemnifying Party shall be deemed to not have acknowledged and agreed to pay such Claim in full and to have waived any objections right to dispute such claim. If the Indemnifying Party does deliver such written notice of objection within such 60-day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2Claim.

Non-Third Party Claims. In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 sixty (60) days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections thereto. If the Indemnifying party Party does not deliver such written notice of objection within such 60- sixty-day period, the Indemnifying Party shall be deemed to not have any objections to such claim. If the Indemnifying Party does deliver such written notice of objection within such sixty (60-) day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 sixty (60) days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such sixty (60-) day period, such dispute shall be submitted to the Separation Committee resolved in accordance with the procedures Dispute Resolution Procedures set forth in Section 12.2the Amended and Restated Separation Agreement between Wxxxxxxx and Communications dated April 23, 2001.

Non-Third Party Claims. In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 sixty (60) days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections thereto. If the Indemnifying party Party does not deliver such written notice of objection within such 60- sixty-day period, the Indemnifying Party shall be deemed to not have any objections to such claim. If the Indemnifying Party does deliver such written notice of objection within such sixty (60-) day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 sixty (60) days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such sixty (60-) day period, such dispute shall be submitted to the Separation Committee resolved in accordance with the procedures Dispute Resolution Procedures set forth in Section 12.2the Amended and Restated Separation Agreement between Williams and Communications dated April 23, 2001.

Non-Third Party Claims. In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections thereto. If the Indemnifying party Party does not deliver such written notice of objection within such 60- 60-day period, the Indemnifying Party shall be deemed to not have any objections to such claim. If the Indemnifying Party does deliver such written notice of objection within such 60-day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee resolved in accordance with the procedures set forth in Section 12.215.2 hereof.

Non-Third Party Claims. In the event that an Indemnified ---------------------- Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections thereto. If the Indemnifying party Party does not deliver such written notice of objection within such 60- 60-day period, the Indemnifying Party shall be deemed to not have any objections to such claim. If the Indemnifying Party does deliver such written notice of objection within such 60-day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-60 day period, such dispute shall be submitted to the Separation Committee resolved in accordance with the procedures set forth in Section 12.25.1 hereof.

Non-Third Party Claims. In the event that a party entitled to indemnification under this Agreement (an "Indemnified Party should have Party") asserts a claim against the Indemnifying Party hereunder that for indemnification which does not involve a claim or demand being asserted Third Party Claim (as defined in Section 6.4.2 hereof) against or sought which a party is required to be collected from it by a third partyprovide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 days from the date such may acknowledge and agree by notice is delivered during which to notify the Indemnified Party in writing to satisfy such claim within fifteen (15) days of any good faith objections it has receipt of notice of such claim from the Indemnified Party. In the event that the Indemnifying Party disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party's Party within fifteen (15) days of receipt of written notice or claims for indemnificationof such claim, setting forth in a reasonable detail each basis of such dispute. In the event that the Indemnifying Party's objections thereto. If Party shall fail to provide written notice to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party that the Indemnifying party does not deliver Party either acknowledges and agrees to pay such written notice of objection within claim or disputes such 60- day periodclaim, the Indemnifying Party shall be deemed to not have acknowledged and agreed to pay such claim in full and to have waived any objections right to dispute such claim. If Once the Indemnifying Party does deliver such written notice has acknowledged and agreed or been deemed to have acknowledged and agreed to pay any claim pursuant to this Section 6.4.1, or once any dispute under this Section 6.4.1 has been finally resolved in favor of objection within such 60-day periodindemnification by a court or other tribunal of competent jurisdiction, the Indemnifying Party and shall pay the amount of such claim to the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 ten (10) days of the delivery date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2Party.

Non-Third Party Claims. In the event that any Person entitled to indemnification under this Agreement (an Indemnified Party should have "INDEMNIFIED PARTY") asserts a claim against the Indemnifying Party hereunder that for indemnification which does not involve a claim or demand being asserted Third Party Claim (as defined in Section 5.4.2) against or sought which a Person is required to be collected from it by a third partyprovide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 days from the date such may acknowledge and agree by notice is delivered during which to notify the Indemnified Party in writing to satisfy such claim within 30 days of any good faith objections it has receipt of notice of such claim from the Indemnified Party. In the event that the Indemnifying Party disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party's Party within 30 days of receipt of written notice or claims for indemnificationof such claim, setting forth in a reasonable detail each basis of such dispute. In the event that the Indemnifying Party's objections thereto. If Party shall fail to provide written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party that the Indemnifying party does not deliver Party either acknowledges and agrees to pay such written notice of objection within claim or disputes such 60- day periodclaim, the Indemnifying Party shall be deemed to not have acknowledged and agreed to pay such claim in full and to have waived any objections right to dispute such claim. If Once the Indemnifying Party does deliver such written notice has acknowledged and agreed to pay any claim pursuant to this Section 5.4.1 or once any dispute under 28 29 this Section 5.4.1 has been finally resolved in favor of objection within such 60-day periodindemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 5.6.1, the Indemnifying Party and shall pay the amount of such claim to the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 10 days of the delivery date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2Party.

Non-Third Party Claims. In the event that any Person entitled to indemnification under this Agreement (an “Indemnified Party should have Party”) asserts a claim against the Indemnifying Party hereunder that for indemnification, which does not involve a claim or demand being asserted Third Party Claim (as defined in Section 8.5.2 below), against or sought which a Person is required to be collected from it by a third partyprovide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall send a notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 60 days from the date such may acknowledge and agree by notice is delivered during which to notify the Indemnified Party in writing to satisfy such claim within 20 days of any good faith objections it has receipt of notice of such claim from the Indemnified Party. In the event that the Indemnifying Party disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party's Party within 20 days of receipt of written notice or claims for indemnificationof such claim, setting forth in a reasonable detail each basis of such dispute. In the event that the Indemnifying Party's objections thereto. If Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying party does not deliver Party either acknowledges and agrees to pay such written notice of objection within claim or disputes such 60- day periodclaim, the Indemnifying Party shall be deemed to not have acknowledged and agreed to pay such claim in full and to have waived any objections right to dispute such claim. If Once the Indemnifying Party does deliver such written notice has acknowledged and agreed to pay any claim pursuant to this Section 8.5.1, or once any dispute under this Section 8.5.1 has been finally resolved in favor of objection within such 60-day periodindemnification by a court or other tribunal of competent jurisdiction, the Indemnifying Party and shall pay the amount of such claim to the Indemnified Party shall attempt in good faith to resolve any such dispute within 60 10 days of the delivery date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2Party.