Common use of Objections to Claims for Indemnification Clause in Contracts

Objections to Claims for Indemnification. An Indemnifying Party shall have thirty (30) days to object to the claim made in the Indemnity Claim Notice by delivering a written statement (an “Objection Notice”) to the Indemnified Party prior to 11:59 p.m. (Central Time) on the thirtieth (30th) day after the Indemnifying Party’s receipt of the Indemnity Claim Notice. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not deliver an Objection Notice to the Indemnified Party within thirty (30) days after its receipt of the Indemnity Claim Notice, the Indemnifying Party shall be deemed to have rejected such claim specified in such Indemnity Claim Notice, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. Any claims for Losses specified in an Indemnity Claim Notice to which an Indemnifying Party expressly agrees to in writing within thirty (30) days of receipt of such Indemnity Claim Notice or a claim for Losses that has been settled with the consent of the Indemnifying Party as described in Section 7.3(c) are hereinafter referred to, collectively, as “Agreed Claims.”

Objections to Claims for Indemnification. An Indemnifying Party shall have thirty (30) days to object to the claim made in the Indemnity Claim Notice by delivering a written statement (an “Objection Notice”) to the Indemnified Party prior to 11:59 p.m. (Central Time) on the thirtieth (30th) day after the Indemnifying Party’s receipt of the Indemnity Claim Notice. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not deliver an Objection Notice to the Indemnified Party within thirty (30) days after its receipt of the Indemnity Claim Notice, the Indemnifying Party shall be deemed to have rejected such claim specified in such Indemnity Claim Notice, in which case the Indemnified Party Notice shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and conclusively deemed a Loss subject to the provisions of this Agreementindemnification hereunder. Any claims for Losses specified in an Indemnity Claim Notice to which an Indemnifying Party expressly agrees to shall not object in writing within thirty (30) days of receipt of such Indemnity Claim Notice or a claim for Losses that has been settled with the consent of the Indemnifying Party as described in Section 7.3(c) are hereinafter referred to, collectively, as “Agreed Claims.”

Objections to Claims for Indemnification. An Indemnifying Party The payment of any amount under Section 9.4(c) shall have thirty be delayed pending resolution pursuant to Section 9.4(e) if (30i) days with respect to any claim for indemnification pursuant to Section 9.2(a), the Securityholder Representative shall object to the claim made in the Indemnity Claim Notice by delivering Officer’s Certificate in a written statement labeled “Objection Notice” (an “Objection Notice”) to ), and such Objection Notice shall have been received by Buyer and, if such claim involves a claim against the Indemnified Party Indemnity Escrow Fund, the Escrow Agent, prior to 11:59 p.m. (Central Time) 12:01 a.m. Eastern Time on the thirtieth (30th) day after the Indemnifying Party’s its receipt of the Indemnity Claim Notice. The Indemnified Party Officer’s Certificate, or (ii) with respect to any claim for indemnification pursuant to Section 9.2(b), Buyer shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise object to the claimclaim made in the Claim Certificate in an Objection Notice, and whether and to what extent any amount is payable in respect of the claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not deliver an Objection Notice shall have been received by the Securityholder Representative prior to 12:01 a.m. Eastern Time on the Indemnified Party within thirty thirtieth (3030th) days day after its receipt of the Indemnity Claim NoticeCertificate. If the Securityholder Representative (with respect to any claim for indemnification pursuant to Section 9.2(a)) or Buyer (with respect to any claim for indemnification pursuant to Section 9.2(b)) (as applicable, the Indemnifying Party “Responding Party”) does not object in writing within such thirty (30)-day period, such failure to so object shall be deemed an irrevocable acknowledgment by the Responding Party that the Buyer Indemnified Person or Seller Indemnified Person, as applicable, is entitled to have rejected such the full amount of the claim specified for Losses set forth in such Indemnity Officer’s Certificate or Claim NoticeCertificate, and payment in which case the Indemnified Party respect of such Losses shall thereafter be free to pursue such remedies as may be available made in accordance with Section 9.4(c), except that, to the extent that the amount of the Losses set forth in the Officer’s Certificate or Claim Certificate is an estimate, the Buyer Indemnified Party on Person or the terms Seller Indemnified Person, as applicable, will not be so entitled to receive, and subject to the Escrow Agent will not deliver, funds in respect of such portions of such estimated Losses unless and until the amount of such estimated Losses is finally determined either by the joint written instructions from the Securityholder Representative and Buyer or by a final, non-appealable order, decree or judgment of a court in accordance with the provisions of this Agreement. Any claims Section 11.7, the time for Losses specified in perfection of an Indemnity Claim Notice to which an Indemnifying Party expressly agrees to in writing within thirty (30) days of receipt appeal of such Indemnity Claim Notice final, non-appealable order, decree or a claim for Losses that has been settled with the consent of the Indemnifying Party as described in Section 7.3(c) are hereinafter referred to, collectively, as “Agreed Claimsjudgment having expired.”

Objections to Claims for Indemnification. An Indemnifying Party (i) No payment shall have thirty be made under Section 6.4(b) with respect to a claim for indemnification made prior to 11:59 p.m. (30Eastern Time) days to on the Contingent Consideration Payment Date if the Shareholder Representative shall object to the claim made in the Indemnity Claim Notice by delivering Officer’s Certificate in a written statement labeled “Objection Notice” (an “Objection Notice”) ), and such Objection Notice shall have been delivered to the Indemnified Party Parent prior to 11:59 p.m. (Central Eastern Time) on the thirtieth (30th) day after the Indemnifying Party’s its receipt of the Indemnity Claim NoticeOfficer’s Certificate. The If the Shareholder Representative does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Shareholder Representative that the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise is entitled to the claimfull amount of the claim for Losses set forth in such Officer’s Certificate, and whether and to what extent any amount is payable payment in respect of such Losses shall thereafter be made in accordance with Section 6.3(c) and Section 6.4(b). (ii) No payment shall be made under Section 6.4(b) with respect to a claim for indemnification made after 11:59 p.m. (Eastern Time) on the claim, and Contingent Consideration Payment Date if a Majority In Interest shall object to the Indemnified Party shall assist claim made in the Indemnifying PartyOfficer’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not deliver Certificate in an Objection Notice and such Objection Notice shall have been delivered to Parent prior to 11:59 p.m. (Eastern Time) on the Indemnified Party within thirty sixtieth (3060th) days day after its receipt of the Indemnity Claim NoticeOfficer’s Certificate. If a Majority In Interest does not object in writing within such 60-day period, the Indemnifying Party such failure to so object shall be deemed to have rejected such claim specified in such Indemnity Claim Notice, in which case an irrevocable acknowledgment by the Shareholders and Optionholders that the Indemnified Party shall be free to pursue such remedies as may be available is entitled to the Indemnified Party on full amount of the terms and subject to the provisions of this Agreement. Any claims for Losses specified in an Indemnity Claim Notice to which an Indemnifying Party expressly agrees to in writing within thirty (30) days of receipt of such Indemnity Claim Notice or a claim for Losses that has been settled set forth in such Officer’s Certificate, and payment in respect of such Losses shall thereafter be made in accordance with the consent of the Indemnifying Party as described in Section 7.3(c6.3(c) are hereinafter referred to, collectively, as “Agreed Claimsand Section 6.4(b).”

Objections to Claims for Indemnification. An Indemnifying Party No payment shall have thirty be made under Section 7.4(c) nor shall a claim be applied against the Threshold Amount under Section 7.4(a)(i) (30until and to the extent resolved in favor of the Parent Indemnified Parties pursuant to this Section 7.4) days to if the Securityholder Representative (or the Preferred Holder, as applicable) or Parent, as the case may be, shall object to the claim made in the Indemnity Claim Notice by delivering Parent Certificate or Securityholder Certificate, as applicable, in a written statement labeled “Objection Notice” (an “Objection Notice”), and such Objection Notice shall have been received by (i) to Parent (and the Indemnified Party Escrow Agent, if applicable) prior to 11:59 p.m. (Central Time) Eastern time on the thirtieth (30th) day after its receipt of the Indemnifying PartyParent Certificate, in the case of an Objection Notice made by the Securityholder Representative (or the Preferred Holder, as applicable), or (ii) the Securityholder Representative (or the Preferred Holder, as applicable) prior to 11:59 p.m. Eastern time on the thirtieth (30th) day after Parent’s receipt of the Indemnity Claim NoticeSecurityholder Certificate, in the case of an Objection Notice made by Parent. The If the Securityholder Representative (or the Preferred Holder, as applicable) or Parent, as applicable, does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by, as applicable, (x) the Securityholder Representative (or the Preferred Holder, as applicable) that the Parent Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise is entitled to the claimfull amount of the claim for Losses set forth in such Parent Certificate, and whether and to what extent any amount is payable payment in respect of such Losses shall thereafter be made in accordance with Section 7.4(c) or (y) Parent that the claim, and the Company Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not deliver an Objection Notice is entitled to the Indemnified Party within thirty (30) days after its receipt full amount of the Indemnity Claim Notice, the Indemnifying Party shall be deemed to have rejected such claim specified in such Indemnity Claim Notice, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. Any claims for Losses specified in an Indemnity Claim Notice to which an Indemnifying Party expressly agrees to in writing within thirty (30) days of receipt of such Indemnity Claim Notice or a claim for Losses that has been settled with set forth in the consent Securityholder Certificate, and payment in respect of such Losses shall thereafter be made promptly to the Securityholder Representative (or the Preferred Holder, as applicable) on behalf of the Indemnifying Party as described in Section 7.3(c) are hereinafter referred to, collectively, as “Agreed ClaimsCompany Indemnified Parties.”