Common use of Procedure for Claims Not Involving Third Parties Clause in Contracts

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article VI that does not involve a Third Party Claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains a description in reasonable detail of such claim and the amount (the “Claim Amount”) of any Damages that the Indemnified Party has sustained or reasonably anticipates that it will sustain and; provided, that the failure to timely deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive the Claim Amount (in which case such response shall be accompanied by a payment to the Indemnified Party of the Claim Amount by the Indemnifying Party by wire transfer of immediately available funds), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (A) or (B), the “Agreed Amount”) (in which case such response shall be accompanied by a payment to the Indemnified Party of the Agreed Amount by the Company by wire transfer of immediately available funds) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If such dispute is not resolved within thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.11.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article VI that does not involve a Third Party Claim Claim, shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains a description in reasonable detail of such claim and the amount (the “Claim Amount”) of any Damages that the Indemnified Party has sustained or reasonably anticipates that it will sustain andsustain; provided, that the failure to timely deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure. Within thirty (30) 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive the Claim Amount (in which case such response shall be accompanied by a joint instruction to the Escrow Agent instructing the Escrow Agent to release the Claim Amount or a payment to the Indemnified Party of the Claim Amount by the Indemnifying Party by wire transfer of immediately available funds), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (A) or (B), the “Agreed Amount”) (in which case such response shall be accompanied by a joint instruction to the Escrow Agent instructing the Escrow Agent to release the Agreed Amount or a payment to the Indemnified Party of the Agreed Amount by the Company by wire transfer of immediately available funds) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If such dispute is not resolved within thirty (30) 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.117.10.

Procedure for Claims Not Involving Third Parties. An If a Buyer Indemnified Party wishing wishes to assert a claim for indemnification under this Article VI ARTICLE X that does not involve a Third Party Claim third-party claim, Buyer shall deliver to the Indemnifying Party Seller a written notice (a “Claim Notice”) which contains (i) a description in reasonable detail of such claim and the amount (the “Claim Amount”) of any Damages Losses incurred by the Buyer Indemnified Party, (ii) a statement that the such Buyer Indemnified Party has sustained or reasonably anticipates that it will sustain and; provided, that is entitled to indemnification under this ARTICLE X and a reasonable explanation of the failure to timely deliver basis therefor and (iii) a Claim Notice shall not relieve demand for payment in the Indemnifying Party amount of its obligations hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failureLosses. Within thirty (30) 30 days after delivery of a Claim Notice, the Indemnifying Party Seller shall deliver to the Indemnified Party Buyer a written response in which the Indemnifying Party Seller shall (A) agree that the such Buyer Indemnified Party is entitled to receive all of the Claim Amount (in which case such response shall be accompanied by a payment instructions (in accordance with the Escrow Agreement) to the Escrow Agent to release funds from the Indemnity Escrow Fund to the Buyer Indemnified Party of in an amount equal to the Claim Amount (or if the Indemnity Escrow Fund shall be less than the Claim Amount, the amount of the Indemnity Escrow Fund), by the Indemnifying Party check or by wire transfer of immediately available fundstransfer), (B) agree that the such Buyer Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (A) or (B), the “Agreed Amount”) (in which case such response shall be accompanied by a payment instructions (in accordance with the Escrow Agreement) to the Escrow Agent to release funds from the Indemnity Escrow Fund to the Buyer Indemnified Party of in an amount equal to the Agreed Amount (or if the Indemnity Escrow Fund shall be less than the Agreed Amount, the amount of the Indemnity Escrow Fund), by the Company check or by wire transfer of immediately available fundstransfer) or (C) contest that the such Buyer Indemnified Party is entitled to receive any of the Claim Amount. If Seller in such response contests the payment of all or part of the Claim Amount, Seller and Buyer shall use good faith efforts to resolve such dispute. If such dispute is not resolved within thirty sixty (3060) days following the delivery by the Indemnifying Party Seller of such response, the Indemnifying Party Seller and the Indemnified Party Buyer shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.1112.12.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article VI V that does not involve a Third Party Claim third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description in reasonable detail of such claim and the amount (the “Claim Amount”) of any Damages Damages, (ii) a statement that the Indemnified Party has sustained or reasonably anticipates that it will sustain and; provided, that is entitled to indemnification under this Article V and a reasonable explanation of the failure to timely deliver basis therefor and (iii) a Claim Notice shall not relieve demand for payment in the Indemnifying Party amount of its obligations hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failureDamages. Within thirty (30) days Business Days after delivery of a such Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall either (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case such response shall be accompanied by a payment to the Indemnified Party of the Claim Amount by the Indemnifying Party by wire transfer of immediately available fundsfunds (or, if the Indemnifying Party is a Seller, an acknowledgement of the Buyer’s right to set off such amount in accordance with Section 5.7)), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (A) or (B), the “Agreed Amount”) (in which case such response shall be accompanied by a payment to the Indemnified Party of the Agreed Amount by the Company Indemnifying Party by wire transfer of immediately available fundsfunds (or, if the Indemnifying Party is a Seller, an acknowledgement of the Buyer’s right to set off such amount in accordance with Section 5.7)) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If such dispute is not resolved within thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.116.11.