NOTICE OF OTHER CLAIMS. In the event any Indemnified Party should incur any Claim that does not involve a Third Party Claim, the Indemnified Party shall deliver a notice of such Claim with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the Claim described in such notice or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the Claim described in such notice, the Damages in the amount specified in the Indemnified Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. Failure of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 9, but as a result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of the actual damages caused by such failure, which amount shall be an offset against the amount of Damages for which the Indemnifying Party is liable hereunder.
NOTICE OF OTHER CLAIMS. In the event any Indemnitee should have a claim against any Indemnitor under or in connection with this Agreement that does not involve a Third-Party Claim, the Indemnitee shall notify the Indemnitor of such claim, specifying the nature of and specific basis for such claim and the amount of such claim, with reasonable promptness, but in no event later than when notice thereof is required to be made pursuant to this Article. The Indemnitor shall remit payment for the amount of such claim upon receipt of an invoice therefor, or in the event of a dispute, the Indemnitee and the Indemnitor shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute will be resolved by litigation in an appropriate court of competent jurisdiction.
NOTICE OF OTHER CLAIMS. Any Indemnified Party may make a claim for indemnification pursuant to Section 9.2 above by providing an Indemnification Claim Notice to the Indemnifying Party (it being understood that any claim for indemnity pursuant to Section 9.2(a)(ii) above must be made by an Indemnification Claim Notice given within the applicable survival period specified in Section 9.1 above). Such notice must contain a reasonably detailed description of the claim and the nature and amount, if reasonably ascertainable, of such Losses.
NOTICE OF OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.
NOTICE OF OTHER CLAIMS. (a) In the event that the Indemnitee reasonably believes that it has a Claim in respect of which indemnity may be sought based on the indemnity agreement contained in Section 8.1 above, which claim is not in respect of a Third Party Claim, the Indemnitee shall give an Indemnity Notice to the Indemnitor. Each Indemnity Notice shall set forth with reasonable specificity those items in respect of which the Indemnity Notice has been sent, as well as the summary basis upon which each such item is founded.
(b) The Indemnitor shall, within twenty-five (25) business days after receipt of any Indemnity Notice, respond in writing in an Indemnity Response and set forth with reasonable specificity those items in the Indemnity Notice to which the Indemnitor does not agree as well as the summary basis upon which such disagreement is founded. Within twenty-five (25) business days following the delivery of the Indemnity Response to the Indemnitor, representatives of the Indemnitee and Indemnitor shall meet to attempt to resolve through good faith negotiations the applicable indemnification claims. Such representatives shall negotiate in good faith for twenty-five (25) business days in an attempt to reach a settlement of any such disputed matter. In the event that such representatives are not able to reach a settlement of any such disputed matter, the Indemnitee may pursue any and all claims for indemnity against the Indemnitor, subject to the provisions of this Article VIII.
NOTICE OF OTHER CLAIMS. 42 Section 8.4 Limitations of Indemnification................................................................42 Section 8.5 Survival and No Waiver of Representations.....................................................43 Section 8.6 Limitation of Other Indemnification Rights....................................................43 Section 8.7 Exclusive Remedy..............................................................................44
NOTICE OF OTHER CLAIMS. In the event any Indemnitee should have a claim against any Indemnitor hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from the Indemnitee, the Indemnitee shall notify the Indemnitor, with a copy to the Escrow Agent, with reasonable promptness of such claim by the Indemnitee, specifying the nature of and specific basis for such claim and the amount or the estimated amount of such claim. The Indemnitor shall remit payment for the amount of such claim upon receipt of an invoice therefor, or in the event of a dispute, the Indemnitee and the Indemnitor shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved in accordance with Section 8.10 hereof.
NOTICE OF OTHER CLAIMS. In the event any Indemnified Party should incur any Claim that does not involve a Third Party Claim, the Indemnified Party shall deliver a notice of such Claim with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the Claim described in such notice or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the Claim described in such notice, the Damages in the amount specified in the Indemnified Party's notice will be conclusively deemed a
NOTICE OF OTHER CLAIMS. Except for Claims for:
(a) a Variation instructed in a "Variation Order" under clause 17.2 or to which clause
22.1 applies; or
(b) payment under clause 18.2 of the original Contract Price specified in the Key Details, the Integration Partner must give the Principal's Representative the notices required by clause
NOTICE OF OTHER CLAIMS. In the event Indemnitee should have a claim ---------------------- against Indemnitor hereunder that does not involve a third party claim, the Indemnitee shall notify Indemnitor with reasonable promptness of such claim, specifying the nature of an specific basis for such claim and the amount of such claim. Indemnitor shall remit payment for the amount of such claim upon receipt of an invoice therefor, or in the event of a dispute, Indemnitee and Indemnitor shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.
