Common use of Procedure for Claims between Parties Clause in Contracts

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Sellers Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any Liability hereunder, except to the extent that the Indemnifying Party demonstrates that an Indemnifying Party was actually prejudiced by such failure. The Indemnifying Party shall be deemed to have accepted the Notice and the Indemnifying Party shall be deemed to have agreed to pay the Damages at issue, if the Indemnifying Party does not send a notice of disagreement to the Indemnified Party within thirty (30) calendar days after receiving the Notice pursuant to Section 11.5.

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Sellers Indemnified Party party entitled to indemnification hereunder (each, an the “Indemnified Party” and collectively”), the “Indemnified Parties”) entitled to party claiming such indemnification hereunder, such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a “Notice”) to the indemnifying party that is required to indemnify such party hereunder (the “Indemnifying Party” and collectively”, which notice, in the “Indemnifying Parties”case of a claim for indemnification against the Ai Metrix Stockholders, shall be given to the Stockholder Representative) as soon as practicable after such the Indemnified Party becomes aware of any fact, condition or event which that may give rise to Damages for which indemnification may be sought under this Article XISection 9.2. Any The failure of any Indemnified Party to submit any such give timely notice of claim to the Indemnifying Party hereunder shall not relieve any Indemnifying Party of any Liability affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates that an Indemnifying Party it was actually materially prejudiced by such failurefailure or to the extent that the Indemnified Party has missed the Cut-Off Date, if applicable, for making such claim. The Indemnifying Party shall be deemed to have accepted the Notice notice of claim and the Indemnifying Party shall be deemed to have agreed to pay the Damages at issue, issue if the Indemnifying Party does not send a notice of disagreement to the Indemnified Party within fifteen (15) business days after receiving the notice of claim. In the case of a disputed claim, the parties shall use commercially reasonable efforts to resolve the matter internally on an expeditious basis and in any event within thirty (30) calendar days after receiving the Notice pursuant to Section 11.5notice is received by the Indemnifying Party or the Stockholder Representative, as applicable.

Procedure for Claims between Parties. (a) If a claim (a “Claim”) for Damages Losses is to be made by a Buyer Corning Indemnified Party or Sellers an SDC Indemnified Party (eachany such party, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and and, to the total extent then ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying other party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as reasonably practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages Losses for which indemnification may be sought under this Article XISection 9. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any the Indemnifying Party of any Liability hereunder, except to the extent that the Indemnifying Party demonstrates that an Indemnifying Party was actually prejudiced by such failure. The With respect to any indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within forty-five (45) days from its receipt of the Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted the Notice and the Indemnifying Party shall be deemed to have agreed to pay the Damages at issue, if the Indemnifying Party does not send a notice of disagreement to the Indemnified Party within thirty (30) calendar days after receiving the Notice pursuant to Section 11.5with such claim.

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Xxxxxx'x Indemnified Party or Sellers Coast Indemnified Party (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a “"Notice”") to the indemnifying party hereunder (the “"Indemnifying Party” " and collectively, the “"Indemnifying Parties”") as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XISection 6.6. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any Liability hereunder, except to the extent that the Indemnifying Party demonstrates that an Indemnifying Party was actually prejudiced by such failure. The Indemnifying Party shall be deemed to have accepted the Notice and the Indemnifying Party shall be deemed to have agreed to pay the Damages at issue, if the Indemnifying Party does not send a notice of disagreement to the Indemnified Party within thirty (30) calendar days after receiving the Notice pursuant to this Section 11.56.7.

Procedure for Claims between Parties. (a) If a claim (a “Claim”) for Damages Losses is to be made by a Buyer Corning Indemnified Party or Sellers an SDC Indemnified Party (eachany such party, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and and, to the total extent then ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying other party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying PartiesPart”) as soon as reasonably practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages Losses for which indemnification may be sought under this Article XISection 9. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any the Indemnifying Party of any Liability hereunder, except to the extent that the Indemnifying Party demonstrates that an Indemnifying Party was actually prejudiced by such failure. The With respect to any indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within forty-five (45) days from its receipt of the Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted the Notice and the Indemnifying Party shall be deemed to have agreed to pay the Damages at issue, if the Indemnifying Party does not send a notice of disagreement to the Indemnified Party within thirty (30) calendar days after receiving the Notice pursuant to Section 11.5with such claim.