Common use of Other Claims; Payment Clause in Contracts

Other Claims; Payment. Upon the occurrence of a Claim or Damages (other than an Assumed Claim) for which an Indemnified Party believes indemnification is due under this Article IX, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating the circumstances giving rise to the Claim or Damages, specifying the amount or the amount estimated in good faith of the Claim or Damages and making a request for any payment then believed due. Any such Claim for indemnification shall be conclusive against the Indemnifying Party in all respects twenty (20) calendar days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such Claim. Such notice of dispute shall describe the basis for such objection and the amount of the Claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objection, both the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next thirty (30) calendar days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party within such thirty (30) calendar day period, the Indemnified Party shall have the right to commence legal proceedings with respect to such Claim or Damages. If it is finally determined that all or a portion of the amount so claimed is owed to the Indemnified Party then, subject to Section 9.06, the Indemnifying Party shall, within ten (10) Business Days of such determination: (i) elect in writing to satisfy the amount of Damages incurred by the Indemnified Party as a reduction to the Earn-out Amount, provided that such determination is made prior to April 24, 2015; or (ii) pay the amount of Damages incurred by the Indemnified Party by delivering to the Indemnified Party, as the Indemnifying Party may elect, either (A) cash, (B) Common Units (valued at the Closing Common Unit Value), or (C) a combination of cash and Common Units (valued at the Closing Common Unit Value).

Other Claims; Payment. Upon the occurrence of a Claim or Damages (other than an Assumed Claim) for which an Indemnified Party believes indemnification is due under this Article IXX, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating the circumstances giving rise to the Claim or Damages, specifying the amount or the amount estimated in good faith of the Claim or Damages and making a request for any payment then believed due. Any such Claim claim for indemnification shall be conclusive against the Indemnifying Party in all respects twenty (20) calendar 20 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such Claimclaim. Such notice of dispute shall describe the basis for such objection and the amount of the Claim claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objection, both the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next thirty (30) calendar 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party within such thirty (30) calendar 30 day period, the Indemnified Party shall have the right to commence legal proceedings with respect to such Claim or Damages. If it is finally determined that all or a portion of the amount so claimed is owed to the Indemnified Party then, subject to Section 9.0610.06, the Indemnifying Party shall, within ten (10) Business Days of such determination: (i) elect in writing to satisfy the amount of Damages incurred by the Indemnified Party as a reduction to the Earn-out Amount, provided that such determination is made prior to April 24, 2015; or (ii) pay the amount of Damages incurred by the Indemnified Party by delivering to the Indemnified Party, as the Indemnifying Party may elect, either (Ai) cash, (Bii) Common Units (valued at the Closing Common Unit Value), or (Ciii) a combination of cash and Common Units (valued at the Closing Common Unit Value).

Other Claims; Payment. Upon the occurrence of a Claim or Damages (other than an Assumed Claim) for which an Indemnified Party believes indemnification is believed by Buyer to be due under this Article IXVII, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying PartySellers’ Representative, stating the circumstances giving rise to the Claim or Damages, specifying the amount or the estimated amount estimated in good faith of the Claim or Damages and making a request for any payment then believed due. Any such Claim claim for indemnification shall be conclusive against the Indemnifying Party Sellers in all respects twenty (20) calendar days 20 Business Days after receipt by the Indemnifying Party Sellers’ Representative of such notice, unless within such period the Indemnifying Party Sellers’ Representative sends the Indemnified Party a notice disputing the propriety of such Claimclaim. Such notice of dispute shall describe the basis for such objection and the amount of the Claim claim as to which the Indemnifying Party Sellers’ Representative does not believe should be subject to indemnification. Upon receipt of any such notice of objection, both the Indemnified Party and the Indemnifying Party Sellers’ Representative shall use commercially reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next thirty (30) calendar 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party Sellers’ Representative within such thirty (30) calendar -day period, the Indemnified Party shall have the right to commence legal proceedings with respect submit such claim to such Claim or Damagesbinding arbitration pursuant to Section 9.10. If it is finally determined that all or a portion of the such claim amount so claimed is owed to the Indemnified Party then, subject to Section 9.06Party, the Indemnifying Party Sellers’ Representative shall, within ten two (102) Business Days of such determination: , pay (isolely by directing delivery of amounts from the Escrow Fund pursuant to Section 7.04) elect in writing to satisfy the amount of Damages incurred by the Indemnified Party as a reduction to such amount owed in cash, together with interest from the Earn-out Amount, provided date that such determination is made prior to April 24, 2015; or (ii) pay the amount of Damages incurred by the Indemnified Party by delivering initially requested such payment until the date of actual payment, at an annual rate equal to the Indemnified Party, prime interest rate then generally in effect on the date of payment as the Indemnifying Party may elect, either (A) cash, (B) Common Units (valued at the Closing Common Unit Value), or (C) a combination of cash and Common Units (valued at the Closing Common Unit Value)set forth in The Wall Street Journal.