Common use of Procedure For Indemnification with Respect to Non-Third Party Claims Clause in Contracts

Procedure For Indemnification with Respect to Non-Third Party Claims. If the Indemnified Party asserts the existence of an Indemnifiable Claim giving rise to damages for a non-third-party Indemnifiable Claim, it shall give written notice to the Indemnifying Party specifying the nature and amount of the Indemnifiable Claim asserted. If the Indemnifying Party, within 15 business days after receipt of such notice by the Indemnified Party, has not given written notice to the Indemnified Party announcing its intent to contest such assertion by the Indemnified Party, such assertion shall be deemed accepted and the amount of Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. In the event, however, that the Indemnifying Party contests the assertion of an Indemnifiable Claim by giving such written notice to the Indemnified Party within such 15 business day period, then if the parties, acting in good faith, cannot reach agreement with respect to such Indemnifiable Claim within 20 days after such notice, the contested assertion of the claim shall be resolved by litigation as provided in Paragraphs 17.03 and 19.10 hereof and any other provision of this Agreement relating to litigation or disputes arising hereunder.

Procedure For Indemnification with Respect to Non-Third Party Claims. If In the event that an Indemnified Party asserts the existence of an Indemnifiable Claim giving rise to damages for Damages other than an Indemnifiable Claim resulting from a nonThird-third-party Indemnifiable Party Claim, it shall give written notice to the Indemnifying Party specifying the nature and amount of the Indemnifiable Claim asserted. If the Indemnifying Party, within 15 business twenty (20) days after the receipt of such notice by the Indemnified Party, has not given written notice to the Indemnified Party announcing its intent intention to contest such assertion by the Indemnified Party, such assertion shall be deemed accepted and the amount of the Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. In the eventIf, however, that the Indemnifying Party contests the assertion of an Indemnifiable Claim by giving such written notice to the Indemnified Party within such 15 business 20-day period, then if the partiesParties, acting in good faith, cannot reach agreement with respect shall attempt to negotiate a resolution of such Indemnifiable Claim within 20 days after during the 20-day period following such noticenotice from the Indemnifying Party, the contested assertion of the claim shall be resolved by litigation as provided in Paragraphs 17.03 and 19.10 hereof and but, if they are unable to do so, then each Party may pursue any other provision of this Agreement relating rights or remedies available to litigation or disputes arising hereunderit.

Procedure For Indemnification with Respect to Non-Third Party Claims. If In the Indemnified Party event that ADP asserts the existence of an Indemnifiable Claim giving rise to damages for Damages other than an Indemnifiable Claim resulting from a nonThird-third-party Indemnifiable Party Claim, it shall give written notice to the Indemnifying Party specifying the nature and amount of the Indemnifiable Claim asserted. If the Indemnifying Party, within 15 business days after the receipt of such notice by the Indemnified PartyADP, has not given written notice to the Indemnified Party ADP announcing its intent intention to contest such assertion by the Indemnified PartyADP, such assertion shall be deemed accepted and the amount of the Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. In the eventIf, however, that the Indemnifying Party contests the assertion of an Indemnifiable Claim by giving such written notice to the Indemnified Party ADP within such 15 business 15-day period, then if the partiesParties, acting in good faith, cannot reach agreement with respect shall attempt to negotiate a resolution of such Indemnifiable Claim within 20 days after during the 15-day period following such noticenotice from the Indemnifying Party, the contested assertion of the claim shall be resolved by litigation as provided in Paragraphs 17.03 and 19.10 hereof and but if they are unable to do so, then each Party may pursue any other provision of this Agreement relating rights or remedies available to litigation or disputes arising hereunderit.

Procedure For Indemnification with Respect to Non-Third Party Claims. If In the Indemnified Party event that Buyer asserts the existence of an Indemnifiable Claim giving rise to damages for Damages other than an Indemnifiable Claim resulting from a nonThird-third-party Indemnifiable Party Claim, it shall give written notice to the Indemnifying Party specifying the nature and amount of the Indemnifiable Claim asserted. If the Indemnifying Party, within 15 business days after the receipt of such notice by the Indemnified PartyBuyer, has not given written notice to the Indemnified Party Buyer announcing its intent intention to contest such assertion by the Indemnified PartyBuyer, such assertion shall be deemed accepted and the amount of the Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. In the eventIf, however, that the Indemnifying Party contests the assertion of an Indemnifiable Claim by giving such written notice to the Indemnified Party Buyer within such 15 business 15-day period, then if the partiesParties, acting in good faith, cannot reach agreement with respect shall attempt to negotiate a resolution of such Indemnifiable Claim within 20 days after during the 15-day period following such noticenotice from the Indemnifying Party, the contested assertion of the claim shall be resolved by litigation as provided in Paragraphs 17.03 and 19.10 hereof and but, if they are unable to do so, then each Party may pursue any other provision of this Agreement relating rights or remedies available to litigation or disputes arising hereunderit.

Procedure For Indemnification with Respect to Non-Third Party Claims. (a) If the Indemnified Party asserts the existence of an Indemnifiable Claim giving rise to damages for a non-third-party Damages (but excluding Indemnifiable ClaimClaims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Party specifying the nature and amount of the Indemnifiable Claim assertedasserted (also, a “Claim Notice”). If the Indemnifying Party, within 15 business twenty (20) days after receipt of receiving such notice by the Indemnified PartyClaim Notice, has not given written notice to the Indemnified Party announcing its intent to contest such assertion by the Indemnified Party, such assertion shall be deemed accepted and the amount of Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. In the event. (b) If, however, that the Indemnifying Party contests the assertion of an Indemnifiable Claim by giving such written notice to the Indemnified Party within such 15 business 20-day period, then if the parties, acting in good faith, cannot reach agreement with respect to such Indemnifiable Claim within 20 days after such notice, the contested assertion of the claim shall be resolved by litigation as provided in Paragraphs 17.03 and 19.10 hereof and any other provision of this Agreement relating according to litigation or disputes arising hereunderSection 7.8.