Procedure for Indemnification – Direct Claims. Following receipt of notice from the Indemnified Party of an Indemnification Claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the Indemnification Claim as it considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Indemnification Claim. If the Indemnified Party and the Indemnifying Party agree at or before the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Indemnification Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Indemnification Claim. If the Indemnified Party and Indemnifying Party do not agree within such period (or any mutually agreed upon extension), the Indemnified Party shall be entitled to recourse to the courts of the Province of Ontario.
Procedure for Indemnification – Direct Claims. Following receipt of notice of a Direct Claim, the Indemnifying Person shall have thirty (30) days to make such investigation of the Direct Claim as the Indemnifying Person considers necessary or desirable. For the purpose of such investigation, the Indemnified Person shall make available to the Indemnifying Person and its representatives the information relied upon by the Indemnified Person to substantiate the Direct Claim. If the Indemnified Person and the Indemnifying Person agree at or prior to the expiration of such thirty (30)-day period (or any extension thereof agreed upon by the Indemnified Person and the Indemnifying Person) as to the validity and amount of the Direct Claim, the Indemnifying Person shall immediately pay to the Indemnified Person the full agreed upon amount of the Direct Claim. If the Indemnified Person and the Indemnifying Person do not agree within such period (or any mutually agreed upon extension thereof), the Indemnified Person and the Indemnifying Person agree that the Indemnified Person shall be entitled to commence an arbitration proceeding in accordance with the procedures under Section 10.13 to recover the full amount of the Loss with respect to the Direct Claim and any costs incidental to the proceeding.
Procedure for Indemnification – Direct Claims. Except for Direct Environmental Claims (as defined in Section 12.7 of this Agreement), any claim by an Indemnitee for indemnification under this Agreement other than indemnification against a Third Party Claim (a "Direct Claim") will be asserted by the Indemnitee giving the Indemnitor written notice thereof, requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Damages, to the extent then known, and the Indemnitor will have a period of 30 calendar days within which to respond in writing to such Direct Claim (an "Objection Notice"). If the Indemnitee receives an Objection Notice, then the Indemnitor and the Indemnitee shall negotiate in good faith for a period of 30 calendar days from the date the Indemnitee receives the Objection Notice prior to commencing any Proceeding with respect to such Direct Claim; PROVIDED, THAT such obligation to negotiate shall not be deemed to toll or otherwise extend the length of any cure or notice period set forth in this Agreement or otherwise limit the ability of the Indemnitee to exercise any rights which would otherwise be available to it but for the obligation to negotiate. If the Indemnitor does not respond within the 30 calendar day period specified above, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to the Indemnitee under this Agreement or pursuant to law.
Procedure for Indemnification – Direct Claims. In the case of a Direct Claim, the Indemnifying Party shall have 45 days from receipt of a Claim Notice to make such investigation as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate its Indemnification Claim, together with all such other information as the Indemnifying Party may reasonably request. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 45 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Indemnification Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Indemnification Claim. If the Indemnified Party and the Indemnifying Party fail to agree at or before the expiration of such 45 day period (or any mutually agreed upon extension thereof), the Indemnified Party shall be free to pursue all remedies as may be available to it.
Procedure for Indemnification – Direct Claims. In any case in which the Purchaser seeks indemnification hereunder which is not subject to Clause 6.5 because no Third Party Claim is involved, the Purchaser shall notify each Warrantor in writing as promptly as reasonably practicable of any Losses which the Purchaser claims are subject to indemnification under the terms hereof. The failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such claim unless and to the extent the resulting delay materially and actually prejudices the position of such Warrantor with respect to such claim.
Procedure for Indemnification – Direct Claims. If an Indemnified Person shall claim indemnification hereunder for any claim other than third-party claims described in Section 6.4, the Indemnified Person shall notify the Indemnifying Person in writing of the basis for such claim and such notice shall set forth the nature and amount of alleged damages resulting from such claim in reasonable detail. The Indemnifying Person shall give written notice of any disagreement with such claim within thirty (30) days following receipt of the Indemnified Person’s notice of the claim, and such notice shall specify the nature and extent of such disagreement in reasonable detail. If the Indemnifying Person and the Indemnified Person are unable to resolve any disagreement within thirty (30) days following receipt by the Indemnified Person of the notice referred to in the preceding sentence, then the parties hereto agree, subject to this Section 6.5, to arbitrate any such claim as set forth in Section 7.6.
Procedure for Indemnification – Direct Claims. Any claim by an Indemnified Person on account of Damages that do not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Person by giving the Indemnifying Person prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Person of its indemnification obligations, except and only to the extent that the Indemnifying Person forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Person must describe the Direct Claim in reasonable detail and must indicate the estimated amount, if reasonably practicable, of the Damages that have been or could be sustained by the Indemnified Person. The Indemnifying Person shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Person shall allow the Indemnifying Person and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Person shall reasonably assist the Indemnifying Person’s investigation by giving such information and assistance (including access to the Indemnified Person’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Person or any of its Representatives reasonably requests, in each such case, in such a manner as not to unreasonably interfere with the normal operations of the Indemnified Person. If the Indemnifying Person does not so respond within such thirty (30) day period, the Indemnifying Person is to be deemed to have rejected such Direct Claim, in which case the Indemnified Person shall be entitled to pursue such remedies as are available to the Indemnified Person on the terms and subject to the provisions of this Agreement.
Procedure for Indemnification – Direct Claims. If an Indemnified Party shall claim indemnification hereunder for any claim other than a Third Party Claim, the Indemnified Party shall notify the Indemnifying Party in writing of the basis for such claim setting forth the nature and amount (or reasonable estimate) of the Damages resulting from such claim. The Indemnifying Party shall give written notice of any disagreement with such claim within 15 days following receipt of the Indemnified Party's notice of the claim, specifying in reasonable detail the nature and extent of such disagreement. If the Indemnifying Party and the Indemnified Party are unable to resolve any disagreement (a "Dispute") within 30 days following receipt by the Indemnified Party of the notice referred to in the preceding sentence, the disagreement shall be submitted for resolution by arbitration administered by and in accordance with the rules of the American Arbitration Association (the "AAA Rules"). Disputes shall be heard and decided by a single arbitrator agreed to by the Indemnified Party and the Indemnifying Party from the American Arbitration Association's National Roster of Arbitrators or, if the parties cannot agree on an arbitrator, appointed from the same panel in accordance with the AAA Rules. All arbitration hearings shall be conducted in Charlotte, North Carolina. The parties agree that this agreement to arbitrate does not extend to any demand which would be barred by the applicable statute of limitations, that any award on such a demand would exceed the scope of the arbitrator's authority under this Agreement, and that either party may apply to the court for a stay of arbitration of any claim that would be barred by the applicable statute of limitations. The arbitrator shall have no power to award punitive or exemplary damages or to ignore or vary the terms of this Agreement and shall be bound to apply controlling law. The arbitrator shall have the authority to award interest on any damages and to award attorneys fees and costs to the prevailing party or parties, if any, or to allocate such fees and costs as the arbitrator shall determine to be equitable. A judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and may include the award of prejudgment interest, attorneys' fees and other costs. The parties agree that such arbitration will be in lieu of either party's rights to assert any claim, demand or suit in any court action, provided that either party may elect ...
Procedure for Indemnification – Direct Claims. Any claim by an Indemnitee for indemnification under this Agreement other than indemnification against a Third Party Claim (a "DIRECT CLAIM") will be asserted by the Indemnitee giving written notice thereof to the Indemnitor, and the Indemnitor will have a period of thirty (30) days within which to respond in writing to such Direct Claim. If the Indemnitor does not respond within such thirty (30) day period, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to the Indemnitee under this Agreement.
Procedure for Indemnification – Direct Claims. In any case in which the Buyer seeks indemnification hereunder which is not subject to Clause 9.2 (Procedure for Indemnification (Third Party Claims ))because no Third Party Claim is involved, the Buyer shall notify each Warrantor in writing as promptly as reasonably practicable of any Losses which the Buyer claims are subject to indemnification under the terms hereof. The failure of the Buyer to exercise promptness in such notification shall not amount to a waiver of such claim unless and to the extent the resulting delay materially and actually prejudices the position of such Warrantor with respect to such claim.
