Common use of Procedure for Making Claims Clause in Contracts

Procedure for Making Claims. If and when a party (the "Indemnitee") desires to assert a claim for Indemnifiable Damages against the other party (the "Indemnitor") pursuant to the provisions of this Section, the Indemnitee shall deliver a written notice of claim to the Indemnitor reasonably promptly after the Indemnitee's receipt of a claim or specific and affirmative awareness of a potential claim. If the Indemnitor shall object to such notice of claim, the Indemnitor shall deliver a written notice of objection to the Indemnitee within fifteen (15) days after the Indemnitee's delivery of the notice of claim. If the notice of objection shall not have been so delivered within such fifteen (15) day period, the Indemnitor shall conclusively be deemed to have acknowledged the correctness of the claim or claims specified in the notice of claim for the full amount thereof, and the Indemnifiable Damages set forth in the notice of claim shall be promptly paid to the Indemnitee as set forth in this Section. If the Indemnitor shall make timely objection to a claim or claims set forth in a notice of claim, and if such claim or claims have not been resolved or compromised within sixty (60) days from the date of delivery of the notice of objection, then such claim shall be settled by arbitration pursuant to Section 12(l) below. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee by the Indemnitor in the same manner as if the Indemnitee had not delivered a notice of objection.

Procedure for Making Claims. (a) If and when a party (the "Indemnitee") an Indemnitee desires to assert a claim for Indemnifiable Damages against the other party (the "Indemnitor") pursuant to the provisions of indemnification under this SectionSection 8, the Indemnitee shall deliver a written notice notify the JG Group in writing of claim the events, circumstances, claims and actions that have occurred or have been made against the Indemnitee that bring about or may potentially bring about the application of Section 8.2 of this Agreement (the “Claim Notice”). The JG Group shall have five Business Days from its receipt of the Claim Notice (the “Notice Period”) to notify the Indemnitee whether or not it disputes its liability to the Indemnitor reasonably promptly after the Indemnitee's receipt of a claim or specific and affirmative awareness of a potential Indemnitee with respect to such claim. If the Indemnitor JG Group fails to so notify the Indemnitee within the Notice Period, then the claim shall object to such notice be deemed accepted and, provided the claim for indemnification is not in the nature of claima pending claim or demand by any person who is not a Party or an Affiliate of any Party (a “Third Party Claim”), the Indemnitor shall deliver a written notice Indemnitee may recover the amount of objection the Indemnifiable Loss from the Retention Amount in accordance with the Escrow Agreement, with any shortfall to be paid by the Indemnifying Party to the Indemnitee in cash within fifteen (15) 30 days after from the Indemnitee's delivery lapse of the notice of claimNotice Period. If the JG Group notifies the Indemnitee that it does not dispute the claim, and provided the claim for indemnification is not in the nature of a Third Party Claim, then the JG Group shall pay the Indemnitee within 30 days from such notice. (b) If any Indemnitee receives notice of objection shall not have been so delivered within such fifteen (15) day periodthe assertion of any Third Party Claim with respect to which indemnification is to be sought from the JG Group, the Indemnitor Indemnitee will give the JG Group written notice thereof within a reasonable time from the Indemnitee’s receipt of notice of the assertion of such claim or of the commencement of any claim, action, or proceeding. Such notice shall conclusively describe the nature of the Third Party Claim in reasonable detail (including a copy of the Third Party Claim, if made in writing) and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be deemed to have acknowledged sustained by the correctness Indemnitee. (c) If the claim for which indemnification is sought is in the nature of a Third Party Claim and the JG Group notifies the Indemnitee that the JG Group accepts liability for said claim, then the Indemnitee and the JG Group shall, at the expense of the JG Group, cooperate with each other in good faith in defending against the claim or claims specified taking such other action as may be appropriate under the circumstances (taking into account the best interests of the Target Companies and advice of legal counsel). In the event that the Indemnitee and the JG Group disagree on the course of action to take, either the Indemnitee or the JG Group may refer the matter to arbitration. In the meantime, the Indemnitee shall have the right to handle the claim in a way it deems appropriate (taking into account the best interests of the Target Companies and advice of legal counsel), except in the notice of claim for the full amount thereofevent, and from the Indemnifiable Damages set forth in time, an arbitral award is made ordering the notice Parties to take a particular course of claim shall be promptly paid action. (d) If the JG Group disputes its liability to the Indemnitee as set forth in with respect to any claim or Third Party Claim brought under this SectionSection 8.3, the Indemnitee and the JG Group shall refer the matter for resolution to Xx. Xxxxxxxx Xxxxxxxx and Mr. Xxxxx Xxxxxxxxx. If the Indemnitor dispute is so resolved by Xx. Xxxxxxxx Xxxxxxxx and Mr. Xxxxx Xxxxxxxxx, such resolution shall make timely objection be final and binding on the Parties for all purposes. If Xx. Xxxxxxxx Xxxxxxxx and Mr. Xxxxx Xxxxxxxxx fail to a claim or claims set forth in a notice of claim, and if such claim or claims have not been resolved or compromised reach an agreement with respect to the dispute within sixty (60) the five days from the date of delivery of the notice of objectionreferral, then such claim shall be settled by arbitration pursuant to Section 12(l) below. If, by arbitration, it shall be determined that the Indemnitee and the JG Group shall be entitled jointly refer the matter to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee by the Indemnitor in the same manner as if the Indemnitee had not delivered a notice of objection.Xx. Xxxxx X. Go and Xx. Xxxxxx X.

Procedure for Making Claims. If and when a party any Party indemnified under Article 10.2 or 10.3 or 10.6 hereof (the "Indemnitee"“Claimant”) desires to assert make a claim against any Party obligated to provide indemnification under Article 10.2 or 10.3 or 10.6 hereof (the “Indemnitor”), with respect to any matter covered by such indemnification obligation, the procedures for Indemnifiable Damages against making such claim shall be as follows: (a) If the other claim is for indemnification with respect to any claim by a third party (a “Third Party Claim”), Claimant will give prompt written notice to the "Indemnitor") Indemnitor of the assertion of such Third Party Claim and the nature thereof; provided, however, that the failure to so notify the Indemnitor shall not relieve the Indemnitor from any liability that it would otherwise have to such Claimant pursuant to the provisions terms of this SectionAgreement. Upon delivery of such notice in accordance with Article 17, the Indemnitee claim specified therein shall deliver a be deemed to have been made for purposes of this Agreement. Upon prior written notice to Claimant within twenty (20) Business Days after receipt of Claimant’s notice, the Indemnitor may proceed, at the Indemnitor’s sole expense, to cure, defend, compromise or settle the Third Party Claim, in the name of Claimant or otherwise. If the Indemnitor undertakes a defense of any Third Party Claim, Claimant shall cooperate reasonably with the Indemnitor and its counsel in the investigation and defense thereof, and may participate in such investigation and defense, at its own expense, but the Indemnitor shall control the negotiation, tactics, trial, appeals and other matters and proceedings related thereto, except that the Indemnitor shall not, without the prior written consent of Claimant, in connection with such Third Party Claim, require Claimant to take or refrain from taking any action, or make any public statement, which Claimant reasonably considers to be against its interest, or consent to any settlement that requires Claimant to make any payment that is not fully indemnified hereunder. If the Indemnitor notifies Claimant that it does not wish to assume the defense of such Third Party Claim, or if the Indemnitor fails to respond to Claimant’s notice of the Third Party Claim within twenty (20) Business Days after receipt of such notice or fails to proceed in a diligent and timely manner to cure, defend, compromise or settle a Third Party Claim for which it has assumed the defense pursuant to the foregoing provisions, Claimant may proceed to cure, defend, compromise or settle the Third Party Claim as it shall in its sole discretion deem advisable, without prejudice to any right to indemnification Claimant may have against the Indemnitor with respect thereto. (b) If the claim is for indemnification with respect to a matter other than a Third Party Claim, Claimant will give prompt written notice to the Indemnitor reasonably promptly of such claim, setting forth the basis, nature and approximate dollar amount thereof; provided, however, that the omission to so notify the Indemnitor shall not relieve the Indemnitor from any liability that it would otherwise have to such Claimant pursuant to the terms of this Agreement. Upon delivery of such notice the claim specified therein shall be deemed to have been made for purposes of this Agreement. The Indemnitor shall, within forty (40) Business Days after the Indemnitee's receipt of a claim such notice, give written notice to Claimant as to whether or specific and affirmative awareness of a potential not the Indemnitor accepts the responsibility to indemnify Claimant with respect to such claim. If the Indemnitor shall object fails to respond to notice of such claim within forty (40) Business Days after receipt of such notice of claimor denies responsibility therefor, the Indemnitor shall deliver a written notice of objection to the Indemnitee within fifteen (15) days after the Indemnitee's delivery liability of the notice of claim. If the notice of objection shall not have been so delivered within such fifteen (15) day period, the Indemnitor shall conclusively be deemed to have acknowledged the correctness of the claim or claims specified in the notice of claim Claimant for the full amount thereof, and the Indemnifiable Damages set forth in the notice of claim shall be promptly paid indemnification with respect to the Indemnitee as set forth in this Section. If the Indemnitor shall make timely objection to a claim or claims set forth in a notice of claim, and if such claim or claims have not been resolved or compromised within sixty (60) days from the date of delivery of the notice of objection, then such claim shall be settled determined in accordance with Article 25, or by arbitration written consent of the Indemnitor. (c) Notwithstanding any provision to the contrary, if, prior to the twenty (20) Business Days set forth in paragraph (a) above or the forty (40) Business Days set forth in paragraph (b) above the Indemnitor has to respond to a claim pursuant to Section 12(lparagraphs (a) below. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason of its claim or claimsand (b) above, the Indemnifiable Damages so determined failure by Claimant to make any filing or take any other action would, in the reasonable judgment of Claimant, result in the loss of any material right or otherwise be prejudicial to Claimant’s interests, then such Claimant shall be paid provide written notice to the Indemnitee by Indemnitor of the filings or other actions Claimant believes need to be taken and, on or after the fifth Business Day after the date of such notice, Claimant may make any such filing or take any such other action without relieving the Indemnitor in from any liability that it would otherwise have to such Claimant, including the same manner as if the Indemnitee had not delivered a notice of objectionreasonable costs and expenses associated with making any such filing or taking any such other action.

Procedure for Making Claims. If and when a party (the "Indemnitee") desires to assert a claim for Indemnifiable Damages against the other party (the "Indemnitor") pursuant to the provisions of this Section, the Indemnitee shall deliver a written notice of claim to the Indemnitor reasonably promptly after the Indemnitee's receipt of a claim or specific and affirmative awareness of a potential claim. If the Indemnitor shall object to such notice of claim, the Indemnitor shall deliver a written notice of objection to the Indemnitee within fifteen (15) days after the Indemnitee's delivery of the notice of claim. If the notice of objection shall not have been so delivered within such fifteen (15) day period, the Indemnitor shall conclusively be deemed to have acknowledged the correctness of the claim or claims specified in the notice of claim for the full amount thereof, and the Indemnifiable Damages set forth in the notice of claim shall be promptly paid to the Indemnitee as set forth in this Section. If the Indemnitor shall make timely objection to a claim or claims set forth in a notice of claim, and if such claim or claims have not been resolved or compromised within sixty (60) days from the date of delivery of the notice of objection, then such claim shall be settled by arbitration pursuant to Section 12(l12(m) below. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee by the Indemnitor in the same manner as if the Indemnitee had not delivered a notice of objection.

Procedure for Making Claims. If and when a party (whenever the "Indemnitee") Purchaser desires to assert a claim for Indemnifiable Damages against the other party (the "Indemnitor") indemnification by Catalyst pursuant to the provisions of this SectionSection 9, the Indemnitee Purchaser shall promptly deliver to Catalyst a written notice certificate signed by the Chairman of the Board, President or Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or MVS, their successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 9, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst shall relieve Catalyst from liability only if he is prejudiced thereby. Catalyst shall have the Indemnitor reasonably promptly after right to defend any claim by a third party at the Indemnitee's receipt expense of Catalyst. The Purchaser and MVS, as the case may be, shall provide to Catalyst prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. Catalyst, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVS, nor enter into any settlement (except the written consent of the Purchaser and MVS) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS of a claim or specific and affirmative awareness release from every liability in respect of a potential claim. If the Indemnitor shall object to such notice of claim, suit, action or proceeding. In any defense of any claim by a third party, the Indemnitor Purchaser and MVS shall deliver a written notice of objection to have the Indemnitee within fifteen right (15) days after the Indemnitee's delivery of the notice of claim. If the notice of objection but shall not have been so delivered within be obligated) to participate in such fifteen (15) day period, the Indemnitor shall conclusively be deemed to have acknowledged the correctness of the claim or claims specified in the notice of claim for the full amount thereof, and the Indemnifiable Damages set forth in the notice of claim shall be promptly paid to the Indemnitee as set forth in this Section. If the Indemnitor shall make timely objection to a claim or claims set forth in a notice of claim, and if such claim or claims have not been resolved or compromised within sixty (60) days from the date of delivery of the notice of objection, then such claim shall be settled by arbitration pursuant to Section 12(l) below. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason defense through counsel of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee by the Indemnitor in the same manner as if the Indemnitee had not delivered a notice of objectionown selection and at its own expense.