Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI shall deliver to the Indemnifying Party a Claim Notice. Within 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: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 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 12.12.

Procedure for Claims. An Subject to Section 6.3(a), an Indemnified Party wishing to assert a claim for indemnification under this Article VI shall deliver to the Indemnifying Party a Claim Notice. Within 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: (iI) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (iiII) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (iiiIII) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 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 arbitration in accordance with the provisions of Section 12.1212.11.

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI Section 7 shall deliver to the Indemnifying Party a the Third Party Claim Notice. Within 30 twenty (20) calendar days after delivery receipt of a Third Party Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the claimed amount of Damages set forth in the Third Party Claim Notice (the “Claimed Amount Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party shall pay the Claimed Amount to the Indemnified Party of the Claimed Amount, by check or by wire transfertransfer of immediately available funds within ten (10) days after providing such response), (ii) agree that the Indemnified Party is entitled to receive a portion of the Agreed Claimed Amount (in which case such response shall be accompanied promptly followed by a payment by the Indemnifying Party to the Indemnified Party of the Agreed agreed upon portion of the Claimed Amount, by check or by wire transfertransfer of immediately available funds), or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party The Parties shall cooperate in such response contests the payment of all or part of good faith to resolve any disagreement with respect to the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 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 12.12.

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI shall deliver to the Indemnifying Party a Claim Notice. Within 30 15 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: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 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 12.12.

Procedure for Claims. An A Person entitled to indemnification under this Section 13 (an “Indemnified Party Party”) wishing to assert a claim for indemnification under this Article VI Section 13 (a “Claim”) shall deliver to the Person from whom indemnification is sought (the “Indemnifying Party Party”) a written notice (a “Claim Notice”) that (i) states in reasonable detail the facts constituting the basis for the Damages claimed, (ii) states the amount (the “Claim Amount”) of any Damages claimed by the Indemnified Party, to the extent then known, (iii) states that the Indemnified Party is entitled to indemnification under this Section 13 and set forth a reasonable explanation of the basis therefor, and (iv) includes a demand for payment in the amount of such Damages. Within 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: shall (iA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Claim Amount, by check or by wire transfer), (iiB) agree that the Indemnified Party is entitled to receive part, but not all, of the Agreed Claim Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the “Agreed Amount, by check or by wire transfer”), or (iiiC) contest that the Indemnified Party is entitled to receive any of the Claimed Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such responseresponse (the “Resolution Period”), 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 12.1216(o).

Procedure for Claims. An In the event that an Indemnified Party wishing to assert receives notice of, or becomes aware of, a claim for indemnification under this Article VI which the Indemnified Party intends to seek indemnity hereunder, the Indemnified Party shall deliver to promptly provide the Indemnifying Party a Claim Noticewith notice of such claim. Within 30 days after delivery The Indemnifying Party shall have the right, at its option and its own expense, to be represented by counsel of a Claim Noticeits own choice and to defend against, negotiate, settle or otherwise deal with any such claim; provided, however, that the Indemnifying Party’s right to defend any such action or claim shall be conditioned upon such Indemnifying Party providing the Indemnified Party with written notice; provided, further, that the Indemnifying Party shall deliver not enter into any settlement or compromise of any such claim without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld. The Indemnified Party may participate in the defense of any claim with counsel of its own choice and at its own expense. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such claim. In the event that the Indemnifying Party does not undertake the defense, compromise or settlement of a claim, the Indemnified Party a written response in which shall have the Indemnifying Party shall: (i) agree right to control the defense or settlement of such Claim with counsel of its choosing provided, however, that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case shall not settle or compromise any such response shall be accompanied by a payment by claim without the Indemnifying Party to the Indemnified Party of the Claimed AmountParty’s prior written consent, by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case such response consent shall not be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amountunreasonably withheld. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 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 12.12.121

Procedure for Claims. An A Person entitled to indemnification under this Article X (an “Indemnified Party Party”) wishing to assert a claim for indemnification under this Article VI X (a “Claim”) shall deliver to the Person from whom indemnification is sought (the “Indemnifying Party Party”) a written notice (a “Claim Notice”) that (i) states in reasonable detail the facts constituting the basis for the Damages claimed, (ii) states the amount (the “Claim Amount”) of any Damages claimed by the Indemnified Party, to the extent then known, (iii) states that the Indemnified Party is entitled to indemnification under this Article X and set forth a reasonable explanation of the basis therefor, and (iv) includes a demand for payment in the amount of such Damages. Within 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: shall (iA) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Claim Amount, by check or by wire transfer), (iiB) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party part, but not all, of the Agreed Claim Amount, by check or by wire transfer), or (iiiC) contest that the Indemnified Party is entitled to receive any of the Claimed Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 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 12.1211.10.

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI shall deliver to the Indemnifying Party a Claim Notice. Within 30 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: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount; provided that, in the case of a claim for indemnification made pursuant to Section 6.1(d) or Section 6.1(e), which claim relates to a settlement effected under 1(c) of the Escrow Agreement, Parent shall not have the right to contest the claim under this Section 6.3(b). If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) 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 arbitration in accordance with the provisions of Section 12.1212.11.

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI VIII other than a third-party claim made under Section 8.3(a) shall deliver to the Indemnifying Party (with a copy to the Escrow Agent) a written notice (a "Claim Notice") which contains (i) a description and the amount (the "Claim Amount") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VIII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party (with a copy to the Escrow Agent) a written response in which the Indemnifying Party shall: (iI) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Claim Amount, by check or by wire transfer), (iiII) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party part, but not all, of the Agreed Claim Amount, by check or by wire transfer), or (iiiIII) contest contest, with a reasonable explanation of the basis therefor, that the Indemnified Party is entitled to receive any of the Claimed Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) 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 12.1210.11. The Indemnifying Party and the Indemnified Party may resolve any dispute at any time by mutual written consent.

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VI shall deliver to the Indemnifying Party a Claim Notice. Within 30 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: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), or (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 sixty (60) days following the delivery by the Indemnifying Party of such responseresponse or if the Indemnifying Party does not timely deliver a written response pursuant the second sentence of this Section 6.3(b), then 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 12.12.