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. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim giving rise to Damages (but excluding Indemnifiable Claims resulting from the assertion of liability by third parties, but including a dispute among the parties as to whether a third-party claim is subject to indemnification under this Article VIII), it shall give written notice to the Indemnifying Party specifying the nature and amount of the Indemnifiable Claim asserted. If the Indemnifying Party, within 20 business days after the mailing 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 20-day period, then if the Parties, acting in good faith, cannot reach agreement with respect to such Indemnifiable Claim within 30 business days after receipt by the Indemnified Party of such notice, the contested assertion of the claim shall be referred to arbitration in Columbus, Ohio, in accordance with the then-current rules of the American Arbitration Association. The determination made in accordance with such rules shall be delivered in writing to the Parties and shall be final and binding and conclusive on the Parties and the amount of the Indemnifiable Claim, if any, determined to exist shall be a valid Indemnifiable Claim. Each Party shall pay its own legal, accounting and other fees in connection with such a contest; provided that if the contested claim is referred to and ultimately determined by arbitration, the legal, auditing and other fees of the prevailing Party and the fees and expenses of any arbitrator shall be borne by the nonprevailing Party.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim giving rise to Damages (but excluding Indemnifiable Claims resulting from the assertion of liability by third parties, but including a dispute among the parties as to whether a third-party claim is subject to indemnification under this Article VIII), it shall give written notice to the Indemnifying Party specifying the nature and amount of the Indemnifiable Claim asserted. If the Indemnifying Party, within 20 15 business days after the mailing 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 20-15 business day period, then if the Partiesparties, acting in good faith, cannot reach agreement with respect to such Indemnifiable Claim within 30 business 20 days after receipt by the Indemnified Party of such notice, the contested assertion of the claim shall be referred to arbitration in ColumbusCleveland, Ohio, in accordance with the then-current rules of the American Arbitration Association. The parties shall select an arbitrator who resides other than in Greater Cleveland or south Florida. The determination made in accordance with such rules shall be delivered in writing to the Parties parties and shall be final and binding and conclusive on the Parties parties and the amount of the Indemnifiable Claim, if any, determined to exist shall be a valid Indemnifiable Claim. Each Party shall pay its own legal, accounting and other fees in connection with such a contest; provided that if the contested claim Claim is referred to and ultimately determined by arbitrationarbitration and the position of the nonprevailing party is not upheld in any material respect by the arbitrators, the legal, auditing and other fees of the prevailing Party party and the fees and expenses of any arbitrator shall be borne by the nonprevailing Party.